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As filed with the Securities and Exchange Commission on September 9, 2013

Registration No. 333-               

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GeoPark Limited
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Bermuda
(State or other jurisdiction of
incorporation or organization) 1311
(Primary Standard Industrial
Classification Code Number) NOT APPLICABLE
(I.R.S. Employer
Identification Number)

Nuestra Señora de los Ángeles 179
Las Condes, Santiago, Chile
+56 (2) 2242-9600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

CT Corporation System
111 Eighth Avenue
New York, NY 10011
212-894-8940
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Maurice Blanco Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Phone: (212) 450-4000 Fax: (212) 701-5800	Pedro Aylwin Nuestra Señora de los Ángeles 179 Las Condes, Santiago, Chile Phone: +56 (2) 2242-9600 Fax: +56 (2) 2242-9600 ext. 2016	John R. Vetterli White & Case LLP 1155 Avenue of the Americas, New York, NY 10036 Phone: (212) 819-8200 Fax: (212) 354-8113

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee
Common shares, par value US$0.001 per share	US$100,000,000	US$13,640

(1)

Includes common shares which the underwriters have the option to purchase.

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED SEPTEMBER 9, 2013

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

Common Shares

GeoPark Limited
(an exempted company incorporated under the laws of Bermuda)
US$               per common share

This is an initial public offering in the United States of common shares, par value US$0.001 per share, of GeoPark Limited. We are offering               common shares.

We expect the public offering price of our common shares to be between US$              and US$              per common share. We intend to apply to list our common shares on the New York Stock Exchange, or NYSE, under the symbol "GPRK." Prior to this offering, our common shares have traded, and immediately subsequent to this offering will continue to trade, on the Alternative Investment Market of the London Stock Exchange, or the AIM, under the symbol "GPK" and on the Santiago Offshore Stock Exchange under the symbol "GPK." We intend to cancel admission of our common shares to the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE.

We are an emerging growth company, as defined in Section 2(a) of the United States Securities Act of 1933, as amended, or the Securities Act, and, as such, may elect to comply with certain reduced United States public company reporting requirements.

Investing in our common shares involves risks. See "Risk factors" beginning on page 32 of this prospectus.

	Per common share	Total
Public offering price	US$	US$
Underwriting discounts and commissions(1)	US$	US$
Proceeds to us, before expenses	US$	US$

(1)

See "Underwriting—Underwriting discounts and commissions" for a description of the compensation payable to the underwriters.

We have granted the underwriters an option, exercisable at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this prospectus, upon written notice from J.P. Morgan Securities LLC to us, with a copy to the other underwriters, to purchase up to              additional common shares, at the public offering price less an amount per common share equal to any dividends or distributions, if any, declared by us and payable on our common shares but not payable on these additional common shares, to cover over-allotments, if any, provided that the decision to over-allocate the common shares is made jointly by the underwriters at the time the price per common share is determined. See "Underwriting—Over-allotment option."

Delivery of our common shares will be made on or about                           , 2013.

Neither the United States Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

J.P. Morgan BTG Pactual Itaú BBA

The date of this prospectus is                           , 2013.

We expect to begin operating in our Brazilian blocks following the completion of our pending Brazil Acquisitions.

Table of contents

	Page
Presentation of financial and other information		iii
Prospectus summary		1
Risk factors		32
Forward-looking statements		72
Use of proceeds		74
Dividend policy		75
Capitalization		76
Dilution		77
Exchange rates		78
Market information		80
Selected historical financial data		82
Unaudited condensed combined pro forma financial data		86
Management's discussion and analysis of financial condition and results of operations		100
Industry and regulatory framework		137
Business		162
Management		211
Principal shareholders		223
Certain relationships and related party transactions		225
Description of share capital		228
Common shares eligible for future sale		235
Certain tax considerations		237
Underwriting		241
Expenses of the offering		254
Legal matters		255
Experts		256
Enforcement of judgments		258
Where you can find additional information		261
Glossary of oil and natural gas terms		A-1
Index to Financial Statements		F-1

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to "GeoPark," the "Company," "we," "our," "ours," "us" or similar terms refer to GeoPark Limited, together with its consolidated subsidiaries.

This prospectus has been prepared by us solely for use in connection with the proposed offering of our common shares in the United States and elsewhere. J.P. Morgan Securities LLC, Banco BTG Pactual S.A.—Cayman Branch, and Itau BBA USA Securities, Inc., or the underwriters, will act as underwriters with respect to the offering of our common shares.

i

Neither we nor the underwriters or their affiliates have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus prepared by us or on our behalf. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is not an offer to sell or solicitation of an offer to buy these common shares in any circumstances under which the offer or solicitation is unlawful.

Until                             , 2013, all dealers effecting transactions in our common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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Presentation of financial and other information

Certain definitions

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to:

•

"GeoPark Limited," "GeoPark," "we," "us," "our," the "company" and words of a similar effect, are to GeoPark Limited (formerly GeoPark Holdings Limited), an exempted company incorporated under the laws of Bermuda, together with its consolidated subsidiaries;

•

"Agencia" are to GeoPark Latin America Limited Agencia en Chile, an established branch, under the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda;

•

"GeoPark Latin America" are to our subsidiary GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda;

•

"GeoPark Fell" are to our subsidiary GeoPark Fell SpA., a sociedad por acciones incorporated under the laws of Chile;

•

"GeoPark Chile" are to our subsidiary GeoPark Chile S.A., a sociedad anónima cerrada incorporated under the laws of Chile;

•

"GeoPark Colombia" are to our subsidiary GeoPark Colombia S.A., a sociedad anónima cerrada incorporated under the laws of Chile;

•

"Winchester" are to our subsidiary Winchester Oil and Gas S.A., now GeoPark Colombia PN S.A. Sucursal Colombia, a Colombian branch of a sociedad anónima incorporated under the laws of Panama;

•

"Luna" are to our subsidiary La Luna Oil Company Limited S.A., a sociedad anónima incorporated under the laws of Panama;

•

"Cuerva" are to our subsidiary GeoPark Cuerva LLC, formerly known as Hupecol Caracara LLC, a limited liability company incorporated under the laws of the state of Delaware;

•

"LGI" are to LG International Corp., a company incorporated under the laws of Korea;

•

"Panoro" are to Panoro Energy do Brasil Ltda., a limited liability company incorporated under the laws of Brazil and a subsidiary of Panoro Energy ASA, a company incorporated under the laws of Norway, with assets in Brazil and Africa;

•

"Rio das Contas" are to Rio das Contas Produtora de Petróleo Ltda., a limited liability company incorporated under the laws of Brazil;

•

our "Brazil Acquisitions" are to our acquisition of Rio das Contas and the separate award to us of seven new concessions in Brazil, each expected to be completed by the end of 2013;

•

"Chile" are to the Republic of Chile;

•

"Colombia" are to the Republic of Colombia;

•

"Brazil" are to the Federative Republic of Brazil;

•

"Argentina" are to the Argentine Republic;

iii

•

"Peru" are to the Republic of Peru;

•

"US$" and "U.S. dollars" are to the official currency of the United States of America;

•

"Ch$" and "Chilean pesos" are to the official currency of Chile;

•

"Col$" and "Colombian pesos" are to the official currency of Colombia;

•

"GBP" are to the official currency of the United Kingdom;

•

"AR$" and "Argentine pesos" are to the official currency of Argentina;

•

"real," "reais" and "R$" are to the official currency of Brazil;

•

"IFRS" are to International Financial Reporting Standards as adopted by the International Accounting Standards Board, or IASB;

•

"US GAAP" are to generally accepted accounting principles in the United States;

•

"ANP" are to the Brazilian National Petroleum, Natural Gas and Biofuels Agency (Agência Nacional do Petróleo, Gás Natural e Biocombustíveis);

•

"CNPE" are to the Brazilian National Council on Energy Policy (Conselho Nacional de Política Energética);

•

"ANH" are to the Colombian National Hydrocarbons Agency (Agencia Nacional de Hidrocarburos);

•

"economic interest" means an indirect participation interest in the net revenues from a given block based on bilateral agreements with the concessionaires; and

•

"working interest" means the right granted to the lessee of a property to explore for and to produce and own oil, gas, or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.

Financial statements

Our consolidated financial statements

This prospectus includes our audited consolidated financial statements as of and for each of the years ended December 31, 2012 and 2011, or our Annual Consolidated Financial Statements, and our unaudited interim consolidated financial statements as of June 30, 2013 and for the six-month periods ended June 30, 2013 and 2012, or our Interim Consolidated Financial Statements. We refer to our Annual Consolidated Financial Statements and our Interim Consolidated Financial Statements collectively as our Consolidated Financial Statements.

Our Consolidated Financial Statements are presented in U.S. dollars and are prepared in accordance with IFRS. Our Annual Consolidated Financial Statements have been audited by Price Waterhouse & Co. S.R.L., Buenos Aires, Argentina, a member firm of PricewaterhouseCoopers Network, or PwC, an independent registered public accounting firm, as stated in their report included elsewhere in this prospectus.

Our fiscal year ends December 31. References in this prospectus to a fiscal year, such as "fiscal year 2012," relate to our fiscal year ended on December 31 of that calendar year.

iv

Colombian acquisitions

In the first quarter of 2012, we extended our operations into Colombia, through our acquisitions of Winchester and Luna on February 14, 2012 and the acquisition of Cuerva on March 27, 2012. For accounting purposes, such acquisitions were computed as if they had occurred on January 31, 2012 and March 31, 2012, respectively. In addition, we disposed of 20% of our interest in our Colombian operations to LGI on December 31, 2012. Included in this prospectus are the audited consolidated financial statements of each of Winchester and Luna, each in accordance with IFRS, and Cuerva, in accordance with US GAAP, as of and for the year ended December 31, 2011, which we refer to as the Winchester Annual Consolidated Financial Statements, the Luna Annual Consolidated Financial Statements and the Cuerva Annual Consolidated Financial Statements, respectively, and as the Colombian Acquisitions Audited Consolidated Financial Statements, collectively. Also included in this prospectus are the consolidated financial statements for the one-month period ended January 31, 2012 of each of Winchester and Luna, each in accordance with IFRS, and the consolidated financial statements for the three-month period ended March 31, 2012 for Cuerva, in accordance with US GAAP, which we refer to collectively as the Colombian Acquisitions Interim Consolidated Financial Statements. Accordingly, our results for the six-month period ended June 30, 2013 and the year ended December 31, 2012 are not fully comparable with each other and prior periods.

The Colombian Acquisitions Audited Consolidated Financial Statements have been audited by PricewaterhouseCoopers Ltda., Colombia, a member firm of PricewaterhouseCoopers Network, independent accountants, as stated in their reports appearing herein. We refer to the Colombian Acquisitions Audited Consolidated Financial Statements and the Colombian Acquisitions Consolidated Financial Statements collectively as the Colombian Acquisitions Consolidated Financial Statements.

Acquisition of Rio das Contas

On May 14, 2013, we agreed to acquire all of the issued and outstanding shares of Rio das Contas from Panoro, for a total cash consideration of US$140.0 million subject to certain purchase price and easement adjustments. The closing of the acquisition is subject to certain conditions, including approval by the ANP, among others. We expect the acquisition to close by the end of 2013.

This prospectus includes the consolidated financial statements in accordance with IFRS of Rio das Contas as of and for the years ended December 31, 2012 and 2011, or the Rio das Contas Audited Consolidated Financial Statements, which have been audited by Ernst & Young Terco Auditores Independentes S.S., or Ernst & Young Terco, as stated in their report appearing herein, and the unaudited condensed consolidated interim financial statements of Rio das Contas as of June 30, 2013 and for the six-month periods ended June 30, 2013 and 2012, or the Rio das Contas Interim Consolidated Financial Statements. References to Rio das Contas Consolidated Financial Statements are to the Rio das Contas Audited Consolidated Financial Statements and the Rio das Contas Interim Consolidated Financial Statements. Accordingly, our results as reflected in our Consolidated Financial Statements included in this prospectus are not comparable to our results for any period following the future date on which we consolidate the results of Rio das Contas.

Pro forma financial data

In light of our Colombian acquisitions and our pending Rio das Contas acquisition, we include in this prospectus unaudited pro forma condensed combined financial data to illustrate:

•

the combined results of operations for GeoPark for the year ended December 31, 2012 to give pro forma effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas and to the disposition of the 20% equity interest in GeoPark Colombia as if such transactions had occurred as of January 1, 2012;

v

•

the combined results of operations for GeoPark for the six-month period ended June 30, 2013 to give pro forma effect to the acquisition of Rio das Contas as if such acquisition had occurred as of January 1, 2012; and

•

the combined statement of financial position for GeoPark as of June 30, 2013 to give pro forma effect to the acquisition of Rio das Contas as if such acquisition had occurred as of June 30, 2013.

We refer to the above-described pro forma financial statements as our Unaudited Condensed Combined Pro Forma Financial Data. For purposes of preparing our Unaudited Condensed Combined Pro Forma Financial Data, we have made certain adjustments to the historical and pre-acquisition financial information of Winchester, Luna, Cuerva and Rio das Contas. See "Prospectus summary—Summary unaudited condensed combined pro forma financial data" and "Unaudited condensed combined pro forma financial data." Our Unaudited Condensed Combined Pro Forma Financial Data is presented for informational purposes only and does not purport to represent our results of operations or financial condition had our acquisitions of Winchester, Luna, Cuerva or Rio das Contas and to the disposition of the 20% equity interest in GeoPark Colombia occurred at the respective dates indicated above.

Our historical financial information and pro forma financial data should be read in conjunction with "Management's discussion and analysis of financial condition and results of operations," our Consolidated Financial Statements, the Colombian Acquisitions Consolidated Financial Statements and the Rio das Contas Consolidated Financial Statements, including, in each case, the accompanying notes thereto, included elsewhere in this prospectus.

Non-IFRS financial measures

Adjusted EBITDA

Adjusted EBITDA is a supplemental non-IFRS financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies.

We define Adjusted EBITDA as profit for the period before net finance cost, income tax, depreciation, amortization and certain non-cash items such as impairments and write-offs of unsuccessful efforts, accrual of stock options and stock awards and bargain purchase gain on acquisition of subsidiaries. Adjusted EBITDA is not a measure of profit or cash flows as determined by IFRS.

Our management believes Adjusted EBITDA is useful because it allows us to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure. We exclude the items listed above from profit for the period in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, profit for the period or cash flows from operating activities as determined in accordance with IFRS or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure and significant and/or recurring write-offs, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies.

For a reconciliation of Adjusted EBITDA to the IFRS financial measure of profit for the period/year, see "Prospectus summary—Summary historical financial data."

vi

We have also included pro forma Adjusted EBITDA in this prospectus to show our Adjusted EBITDA after giving pro forma effect to our recent acquisitions. For a reconciliation of pro forma Adjusted EBITDA to the IFRS financial measure of pro forma profit for the period/year, see "Unaudited condensed combined pro forma financial data."

Oil and gas reserves and production information

D&M Year-end Reserves Report

The information included in this prospectus regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value in Chile, Colombia and Argentina is derived, in part, from estimates of the proved reserves and present values of proved reserves as of December 31, 2012. The reserves estimates are derived from the report prepared by DeGolyer and MacNaughton, or D&M, independent reserves engineers, or the D&M Year-end Reserves Report, included as an exhibit to the registration statement of which this prospectus forms a part, prepared by D&M. The D&M Year-end Reserves Report was prepared by D&M for us and presents an appraisal as of December 31, 2012 of oil and gas reserves located in the Fell Block in Chile, the Del Mosquito, Cerro Doña Juana and Loma Cortaderal Blocks in Argentina and the La Cuerva, Llanos 32, Llanos 34 and Yamú Blocks in Colombia. We have also included a third-party summary report prepared by D&M pertaining to these blocks as an exhibit to the registration statement of which this prospectus forms a part.

D&M Brazil and Colombia Reserves Report

The information included in this prospectus regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value for certain new discoveries in Colombia made since December 31, 2012, as of June 30, 2013, is derived, in part, from estimates of the proved reserves and present values of proved reserves as of June 30, 2013. The reserves estimates are derived from the report prepared by D&M, or the D&M Brazil and Colombia Reserves Report, included as an exhibit to the registration statement of which this prospectus forms a part. The information included in this prospectus regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value attributable to Rio das Contas in Brazil is derived from estimates of the proved reserves and present values of proved reserves as of June 30, 2013, also presented in the D&M Brazil and Colombia Reserves Report, included as an exhibit to the registration statement of which this prospectus forms a part, prepared by D&M. We have also included a third-party summary report prepared by D&M pertaining to these blocks as an exhibit to the registration statement of which this prospectus forms a part.

The reserves information presented in this prospectus based on the D&M Reserves Reports only presents reserves estimates for our working interests in the blocks covered by such reports as of the respective dates of such reports. We refer to the D&M Year-end Reserves Report and the D&M Brazil and Colombia Reserves Report collectively as the D&M Reserves Reports. These estimates and the D&M Reserves Reports are included in this prospectus in reliance upon the authority of such firm as an expert in these matters.

Market share and other information

Market data, other statistical information, information regarding recent developments in Chile, Colombia, Brazil and Argentina and certain industry forecast data used in this prospectus were obtained from internal reports and studies, where appropriate, as well as estimates, market research, publicly available information (including information available from the SEC website) and industry publications. Industry publications generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Similarly,

vii

internal reports and studies, estimates and market research, which we believe to be reliable and accurately extracted by us for use in this prospectus, have not been independently verified. However, we believe such data is accurate and agree that we are responsible for the accurate extraction of such information from such sources and its correct reproduction in this prospectus.

Measurements, oil and natural gas terms and other data

In this prospectus, we use the following measurements:

•

"m" or "meter" means one meter, which equals approximately 3.28084 feet;

•

"km" means one kilometer, which equals approximately 0.621371 miles;

•

"sq km" means one square kilometer, which equals approximately 247.1 acres;

•

"bbl" or "barrel of oil" means one stock tank barrel, which is equivalent to approximately 0.15898 cubic meters;

•

"boe" means one barrel of oil equivalent, which equals approximately 160.2167 cubic meters, determined using the ratio of 6,000 cubic feet of natural gas to one barrel of oil;

•

"cf" means one cubic foot;

•

"m," when used before bbl, boe or cf, means one thousand bbl, boe or cf, respectively;

•

"mm," when used before bbl, boe or cf, means one million bbl, boe or cf, respectively; and

•

"b," when used before bbl, boe or cf, means one billion bbl, boe or cf, respectively.

In addition, we have provided definitions for certain industry terms used in this prospectus in the "Glossary of oil and natural gas terms" included as Appendix A to this prospectus.

Rounding

We have made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

viii

Prospectus summary

This summary highlights certain information appearing elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the "Risk factors," "Forward-looking statements," "Management's discussion and analysis of financial condition and results of operations" and "Unaudited condensed combined pro forma financial data" sections, our Consolidated Financial Statements and the related notes, the Colombian Acquisitions Consolidated Financial Statements and the related notes, and the Rio das Contas Consolidated Financial Statements and the related notes, included in this prospectus, before deciding to invest in our common shares. Although we believe that the estimates and projections included in this prospectus are based on reasonable assumptions, you should be aware that these estimates and projections are subject to many risks and uncertainties as described in "Risk factors" and "Forward-looking statements." We have provided definitions for certain industry terms used in this prospectus in the "Glossary of oil and natural gas terms" included as Appendix A to this prospectus.

Our business

Overview

We are an independent oil and natural gas exploration and production, or E&P, company with operations in South America and a proven track record of growth in production, reserves and cash flows since 2006. We operate in Chile, Colombia and, to a lesser extent, in Argentina, and we expect to begin operating in Brazil by the end of 2013, following the closing of our pending Rio das Contas acquisition and the separate award to us of seven new concessions in Brazil (which we refer to collectively as our Brazil Acquisitions). See "—Recent developments."

We have a well-balanced portfolio of assets that includes working and/or economic interests in 19 onshore hydrocarbons blocks, with nine blocks currently in production, and eight additional blocks upon the closing of the pending Brazil Acquisitions. We produced a net average of 13,221 boepd during the first half of 2013, 58% of which was produced in Chile, 42% of which was produced in Colombia and 0.4% of which was produced in Argentina, and of which 80% was oil. Accounting for our pending Rio das Contas acquisition, on a pro forma basis, we would have produced an average of 17,135 boepd during the first half of 2013, with Chile, Colombia and Brazil representing 44%, 32% and 23% of our production, respectively, and with oil representing 62% of our total production. As of December 31, 2012, we had net proved reserves of 16.8 mmboe (composed of 71% oil and 29% natural gas), of which 10.2 mmboe, or 61%, and 6.6 mmboe, or 39%, were in Chile and Colombia, respectively. According to the D&M Brazil and Colombia Reserves Report, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe (composed of 100% oil). Additionally, according to this report, as of June 30, 2013, Rio das Contas had net proved reserves of 8.1 mmboe (composed of approximately 99% natural gas).

We have developed our company around three principal abilities:

•

to successfully explore the subsurface in the search for oil and gas;

•

to efficiently operate, drill, produce and market hydrocarbons from our properties; and

•

to acquire and consolidate assets in the main oil- and natural gas-producing regions in South America.

We believe that our risk and capital management policies have enabled us to compile a geographically diverse portfolio of properties that balances exploration, development and production of oil and gas. These attributes have also allowed us to raise capital and to partner with premier international companies.

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Finally, we believe we have developed a distinctive culture within our organization that promotes and rewards partnership, entrepreneurship and merit. Consistent with this approach, all of our employees are eligible to participate in our long-term incentive program, or our Performance-Based Employee Long-Term Incentive Program. See "Management—Compensation—Executive compensation—Performance-Based Employee Long-Term Incentive Program."

In Chile, we are the first and the largest non-state-controlled oil and gas producer. We began operations in 2006 in the Fell Block and have evolved from having a non-operated, non-producing interest to having a fully-operated and producing asset with over 10.2 mmboe of net proved reserves as of December 31, 2012 and average production of 7,615 boepd in the first six months of 2013. In addition, we operate five other hydrocarbon blocks in Chile with significant prospective resources.

In Colombia, following our successful acquisitions of Winchester, Luna and Cuerva in early 2012, we have an asset base of 10 hydrocarbon blocks where we were able to increase average production to 5,550 boepd in the first six months of 2013, an increase of 83% (on a pro forma basis, giving effect to our Colombian acquisitions) as compared to the first six months of 2012. As of December 31, 2012, we had net proved reserves of 6.6 mmboe in Colombia. Furthermore, according to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe of net proved reserves.

In May 2013, we expanded our footprint to Brazil, and were awarded, subject to entry into concession agreements with the ANP, seven new concessions in the onshore Recôncavo Basin in the State of Bahia and in the onshore Potiguar Basin in the State of Rio Grande do Norte. We also agreed, in May 2013, to acquire Rio das Contas from Panoro, which holds a 10% working interest in the shallow offshore Manati Field, the largest non-associated gas field in Brazil, which produced, in the year ended December 31, 2012, approximately 8.7% of the gas produced in Brazil. Rio das Contas's 10% working interest in the Manati Field represented 3,914 boepd of production during the first half of 2013. See "—Recent developments."

The table below sets forth certain of our financial and operating data for the periods indicated, as well as pro forma data reflecting our acquisitions of Winchester, Luna and Cuerva in Colombia and our pending Brazil Acquisitions.

	For the six-month period ended June 30,				For the year ended December 31,
	2013		2012		2012		2011
	(unaudited)		(unaudited)
Financial data
Revenues (US$ thousands)		160,806		121,991		250,478		111,580
Pro forma revenues (US$ thousands) (unaudited)(1)		185,422		—		325,403		—
Adjusted EBITDA(2) (US$ thousands)		84,014		70,274		121,404		63,391
Pro forma Adjusted EBITDA(1)(2) (US$ thousands) (unaudited)		101,191		—		168,708		—
Operating data (unaudited)
Average net production (boepd)		13,221		11,939		11,292		7,593
% oil and liquids		80%		62%		66%		33%
Pro forma average net production (boepd)(3)		17,135		15,428		14,952		—
Pro forma % oil and liquids(4)		62%		49%		50%		—

(1)    Pro forma revenues and pro forma Adjusted EBITDA are revenues and Adjusted EBITDA, respectively, after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas for the year ended December 31, 2012 and, after giving effect to the acquisition of Rio das

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Contas, for June 30, 2013, in each case as if such acquisitions had occurred as of January 1, 2012. For a reconciliation of pro forma Adjusted EBITDA to the IFRS financial measure of profit for the period before income tax, see "Unaudited Condensed Combined Pro Forma Financial Data—Note 6."

(2)    We define Adjusted EBITDA as profit for the period before net finance cost, income tax, depreciation, amortization and certain non-cash items such as impairments and write-offs of unsuccessful efforts, accrual of stock options and stock awards and bargain purchase gain on acquisition of subsidiaries. Adjusted EBITDA is not a measure of profitability or cash flows as determined by IFRS. See "Presentation of financial and other information—Non-IFRS financial measures." For a reconciliation of pro forma Adjusted EBITDA to the IFRS financial measure of profit before income tax, see "Unaudited Condensed Combined Pro Forma Financial Data—Note 6."

(3)    Pro forma average net production is production after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas for the year ended December 31, 2012 and, after giving effect to the acquisition of Rio das Contas, for June 30, 2013, in each case as if such acquisitions had occurred as of January 1, 2012.

(4)   Pro forma % oil and liquids is % oil and liquids after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas for the year ended December 31, 2012 and, after giving effect to the acquisition of Rio das Contas, for June 30, 2013, in each case as if such acquisitions had occurred as of January 1, 2012.

Our history

We were founded in 2002 by Gerald E. O'Shaughnessy and James F. Park, who have over 25 and 35 years of international oil and natural gas experience, respectively, and who, as of August 19, 2013, collectively held approximately 33.76% of our common shares and are involved in our operations and strategy. Mr. O'Shaughnessy currently serves as our Executive Chairman and Mr. Park currently serves as our Chief Executive Officer and Deputy Chairman, and both actively contribute to our ongoing operations and business decisions.

Our history commenced with the purchase of AES Corporation's upstream oil and natural gas assets in Chile and Argentina. Those assets included a non-operating working interest in the Fell Block in Chile, which at that time was operated by the Empresa Nacional de Petróleo, or ENAP, the Chilean state-owned hydrocarbon company, and operating working interests in the Del Mosquito, Cerro Doña Juana and Loma Cortaderal blocks in Argentina, which we collectively refer to as the Argentina Blocks. Since 2002, our business has grown significantly.

In 2006, after demonstrating our technical expertise and committing to an exploration and development plan, we obtained a 100% operating working interest in the Fell Block by the Republic of Chile. Also in 2006, the International Finance Corporation, or the IFC, a member of the World Bank Group, became one of our principal shareholders, and we listed our common shares on the Alternative Investment Market of the London Stock Exchange, or the AIM, in an initial public offering of common shares outside the United States. Subsequently, in 2008 and 2009, we issued and sold additional common shares outside the United States.

In 2008 and 2009, we continued our growth in Chile by acquiring operating working interests in each of the Otway and Tranquilo Blocks, and by forming partnerships with Pluspetrol, Wintershall, Methanex and IFC.

In 2010, we formed a strategic partnership with LGI, a Korean conglomerate, to jointly acquire and develop upstream oil and gas projects in South America. LGI's business includes a portfolio of energy and raw material projects, including oil and gas projects in the Middle East and in Southeast and Central Asia.

In 2011, we were awarded by ENAP the opportunity to obtain operating working interests in each of the Isla Norte, Flamenco and Campanario blocks in Tierra del Fuego, Chile, which we refer to collectively as the Tierra del Fuego Blocks, and in 2012, we formalized and jointly with ENAP entered into special operation contracts (Contratos Especiales de Operación para la Exploración y Explotación de Yacimientos de Hidrocarburos), each of which we refer to as a CEOP, with Chile for the exploration and exploitation of these blocks.

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Also in 2011, LGI acquired a 20% equity interest in GeoPark Chile and a 14% equity interest in GeoPark TdF S.A., or GeoPark TdF, for US$148.0 million. LGI also provided to GeoPark TdF US$84.0 million in stand-by letters of credit to partially secure the US$101.4 million performance bond required by the Chilean government to guarantee GeoPark TdF's obligations with respect to the minimum work program under the Tierra del Fuego CEOPs. Our agreement with LGI in the Tierra del Fuego Blocks allows us to earn back up to 12% equity participation in GeoPark TdF, depending on the success of our operations in Tierra del Fuego. See "Business—Significant agreements—Agreements with LGI."

In the first quarter of 2012, we moved into Colombia by acquiring three privately held E&P companies, Winchester, Luna and Cuerva. These acquisitions provide us with an attractive platform in Colombia that includes working interests and/or economic interests in 10 blocks located in the Llanos, Magdalena and Catatumbo Basins and covering an area of approximately 575,000 gross acres.

In December 2012, LGI acquired a 20% equity interest in GeoPark Colombia for US$20.1 million, including the assumption of existing debt and the commitment to provide additional funding to cover LGI's share of required future investments in Colombia. In addition, our agreement with LGI in Colombia allows us to earn back up to 12% of equity participation in GeoPark Colombia, depending on the success of our operations in Colombia. See "Business—Significant agreements—Agreements with LGI." We and LGI also agreed that we would extend our strategic partnership to build a portfolio of upstream oil and gas assets throughout South America through 2015. We believe our partnership with LGI represents a positive independent assessment and validation of the quality of our Chilean and Colombian asset inventory, the extent of our technical and operational expertise and the ability of our management to structure and effect significant transactions.

In May 2013, we entered into agreements to expand our operations to Brazil. See "—Recent developments."

Our operations

We have been able to successfully develop our assets through drilling, with a 69% success ratio, resulting from 95 of the 138 wells that we drilled from 2006 through June 30, 2013 having become productive wells. We have grown our business through winning new licenses and acquiring strategic assets and businesses, with 15 new blocks incorporated into our portfolio since January 1, 2006 and eight more concessions expected to be incorporated upon the completion of our pending Brazil Acquisitions. Since our inception, we have supported our growth through our prospect development efforts and our drilling program, as well as by developing long-term strategic partnerships and alliances with key industry participants, accessing debt and equity capital markets and developing and retaining a technical team with vast experience and a successful track record of finding and producing oil and gas in South America. A key factor behind our success ratio is our experienced team of geologists, geophysicists and engineers, including professionals with specialized expertise in geological conditions in each of Chile, Colombia, Brazil and Argentina.

Currently, we are in the midst of our most significant exploration and drilling plan to date. For the first six months of 2013, we drilled 25 new wells (nine in Chile and 16 in Colombia) in blocks in which we have working interests and/or economic interests. We invested US$147.1 million (US$91.2 million and US$55.9 million in Chile and Colombia, respectively) for the first six months of 2013, of which US$84.0 million related to exploration. We intend to continue this program through the rest of 2013, and expect our total investments for 2013 to be between US$200 to US$230 million in Chile and Colombia, which will include the drilling of 35 to 45 wells.

In addition, in Brazil, we expect to spend US$140 million to acquire Rio das Contas, which we intend to finance through the incurrence of a R$166.0 million (approximately US$70 million at the August 30, 2013

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exchange rate of R$2.3719 to US$1.00) loan and cash on hand. We have also paid R$10.2 million in license fee payments to the ANP, relating to seven of our eight pending Brazilian concessions. We may also be required to spend approximately US$5 million to US$7.5 million to finance in part the construction of a gas compression plant in 2013 or 2014 in the Manati Field following the closing of our pending Rio das Contas acquisition.

The following map shows the countries in which we have blocks with working and/or economic interests. For information on our working interests in each of these blocks, see "—Our assets" below.

(1)    We entered into an agreement on May 10, 2013 with Panoro to acquire Rio das Contas, which holds a 10% working interest in the BCAM-40 Concession. We were also awarded seven new concessions in the Recôncavo and Potiguar Basins in Brazil. We expect these acquisitions to be completed by the end of 2013. See "—Recent developments."

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The following table sets forth our net proved reserves and other data as of and for the year ended December 31, 2012.

Country	Oil (mmbbl)		Gas (bcf)		Oil equivalent (mmboe)			% Oil		Revenues (in thousands of US$)		% of total revenues
	For the year ended December 31, 2012
Chile		5.3		29.6		10.2			52%		149,927		60%
Colombia		6.6		—		6.6(1	)		100%		99,501		40%
Argentina		—		—		—			—		1,050		—
Total		11.9		29.6		16.8			71%		250,478		100%

(1)    According to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe of net proved reserves.

As of June 30, 2013, according to the D&M Brazil and Colombia Reserves Report, the net proved reserves attributable to our pending acquisition of Rio das Contas in Brazil were 8.1 mmboe (composed of approximately 99% natural gas), which generated revenues of US$24.6 million for the six-month period ended June 30, 2013.

Our commitment to growth has translated into a strong compounded annual growth rate, or CAGR, of 51.3% for production in the period from 2007 to 2012, as measured by boepd in the table below.

	For the year ended December 31,
	2012		2011		2010		2009		2008		2007
Average net production (mboepd)		11.3		7.6		6.9		6.3		3.4		1.4
% oil		66.3%		33.0%		28.4%		19.5%		9.8%		12.0%

During the year ended December 31, 2012, Rio das Contas produced 3.7 mboepd.

The following table sets forth our production of oil and natural gas in the blocks in which we have a working interest and/or economic interest as of June 30, 2013.

	Average daily production
	For the six-month period ended June 30, 2013
	Chile		Colombia		Argentina
Oil production
Total crude oil production (bopd)		5,048		5,547		44
Average sales price of crude oil (US$/bbl)		81.4		79.7		68.2
Natural gas production
Total natural gas production (mcf/day)		15,399		17		73
Average sales price of natural gas (US$/mcf)		4.5		4.2		1.2
Oil and natural gas production cost
Weighted average production cost (US$/boe)		24.4		46.5		70.4

For the six-month period ended June 30, 2013, Rio das Contas produced an average of 3,914 boepd (including 98% natural gas and 2% oil), with an average sales price of US$41.8/boe and an average production cost of US$26.2/boe.

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Our assets

According to the D&M Year-end Reserves Report, as of December 31, 2012, the blocks in Chile, Colombia and Argentina in which we have a working interest had 16.8 mmboe of net proved reserves, with 61%, or 10.2 mmboe, and 39%, or 6.6 mmboe, of such net proved reserves located in Chile and Colombia, respectively. According to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe of net proved reserves, and net proved reserves attributable to our pending acquisition of Rio das Contas in Brazil were 8.1 mmboe. For the six-month period ended June 30, 2013, we produced an average of 13,221 boepd, 58% of which, or 7,615 boepd, was produced in the Fell Block, 42% of which, or 5,550 boepd, was produced in the Colombian blocks and 0.4%, or 56 boepd, was produced in the Argentine blocks.

We are the operator of a majority of the blocks in which we have a working interest. The following table summarizes certain information about our Chilean, Colombian and Argentine blocks as of June 30, 2013, except as otherwise indicated.

Country	Block	Operator	Working interest (%)(1)(2)			Basin	Gross area (thousand acres)(3)			Net proved reserves (mmboe)(4)		% of oil		Net production (boepd)(6)		% of oil		Concession expiration year
Chile	Fell	GeoPark		100%		Magallanes		367.8			10.2		52%		7,615		66%	Exploitation: 2032
Chile	Tranquilo	GeoPark		29%		Magallanes		92.4			—		—		—		—	Exploitation: 2043
Chile	Otway	GeoPark		100%		Magallanes		49.4(8	)		—		—		—		—	Exploitation: 2044
Chile	Isla Norte	GeoPark		60%(7	)	Magallanes		130.2			—		—		—		—	Exploration: 2019 Exploitation: 2044
Chile	Campanario,	GeoPark		50%(7	)	Magallanes		192.2			—		—		—		—	Exploration: 2020 Exploitation: 2045
Chile	Flamenco.	GeoPark		50%(7	)	Magallanes		141.3			—		—		—		—	Exploration: 2019 Exploitation: 2044
Subtotal Chile								973.3			10.2		52%		7,615		66%
Colombia	La Cuerva	GeoPark		100%		Llanos		47.8			2.2		100%		1,955		100%	Exploration: 2014 Exploitation: 2038
Colombia	Llanos 34	GeoPark		45%		Llanos		82.2			3.9(5)		100%		2,557		100%	Exploration: 2015 Exploitation: 2039
Colombia	Llanos 62	GeoPark		100%		Llanos		44.0			—		—		—		—	Exploration: 2017 Exploitation: 2041
Colombia	Yamú	GeoPark		54.5/75%(9	)	Llanos		11.2			0.4(5)		100%		565		100%	Exploration: 2013 Exploitation: 2036
Colombia	Llanos 17	Ramshorn		36.8%(10	)	Llanos		108.8			—		—		—		—	Exploration: 2015 Exploitation: 2039
Colombia	Llanos 32	P1 Energy		10%(10	)	Llanos		100.3			0.02		100%		218		100%	Exploration: 2015 Exploitation: 2039
Colombia	Jagüeyes 3432A	Columbus		5%		Llanos		61.0			—		—		—		—	Exploration: 2014 Exploitation: 2038
Subtotal Colombia								455.3			6.6		100%		5,294		100%
Argentina	Del Mosquito	GeoPark		100%		Austral		17.3			—		—		56		78%	Exploitation: 2016
Argentina	Cerro Doña Juana	GeoPark		100%		Neuquén		19.6			—		—		—		—	Exploitation: 2017
Argentina	Loma Cortaderal	GeoPark		100%		Neuquén		28.3			—		—		—		—	Exploitation: 2017
Subtotal Argentina								65.2			—		—		56		78%
Total GeoPark								1,493.8			16.8				12,965

(1)    Working interest corresponds to the working interests held by our respective subsidiaries in such block, net of any working interests and/or economic interests held by other parties in such block.

(2)    As of the date of this prospectus, LGI has a 20% equity interest in our Chilean operations through GeoPark Chile and a 20% equity interest in our Colombian operations through GeoPark Colombia.

(3)    Gross area refers to the total acreage of each block.

(4)   Reflects net proved reserves as of December 31, 2012.

(5)    According to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe, composed of 2.2 mmboe in the Llanos 34 Block and 0.2 mmboe in the Yamú Block, to our net proved reserves.

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(6)   Reflects net average production for the first six months of 2013. Net production refers to average production for each block, net of any working interests or economic interests held by others in such block but gross of any royalties due to others.

(7)    LGI has a 14% direct equity interest in our Tierra del Fuego operations through GeoPark TdF and a 20% direct equity interest in GeoPark Chile, for a total of a 31.2% effective equity interest in our Tierra del Fuego operations. See "Business—Our operations—Operations in Chile—Tierra del Fuego Blocks (Isla Norte, Campanario and Flamenco Blocks)."

(8)   In April 2013, we voluntarily relinquished to the Chilean government all of our acreage in the Otway Block, except for 49,421 acres. In May 2013, our partners under the joint operating agreement governing the Otway Block decided to withdraw from such joint operating agreement, and applied for an assignment of rights permit on August 5, 2013, pursuant to which, and subject to the Chilean Ministry of Energy's approval, we will be the sole participant, and have a working interest of 100%, in our two remaining areas under the Otway Block CEOP. See "Business—Our operations—Operations in Chile—Otway and Tranquilo Blocks."

(9)   Although we are the sole title holder of the working interest in the Yamú Block, other parties have been granted economic interests in fields in this block. Taking those other parties' interests into account, we have a 54.5% interest in the Carupana Field and a 75% interest in the Yamú Field, both located in the Yamú Block.

(10)  We currently have a 40% working interest in the Llanos 17 Block, although we have assigned a 3.2% economic interest to a third party. We expect to apply to formalize this assignment with the ANH so that it will be recognized as a working interest.

(11)  We currently have a 10% economic interest in the Llanos 32 Block, although we expect to apply to the ANH to recognize this as a working interest in the block.

Additionally, according to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, the net proved reserves attributable to our pending acquisition of Rio das Contas in Brazil were 8.1 mmboe.

The table below summarizes information as of June 30, 2013 regarding the concessions in Brazil in which we expect to have a working interest following the completion of our pending Brazil Acquisitions.

Block	Gross acres (thousand acres)		% working interest(1)		Partners	Operator	Net proved reserves (mmboe)		Production (boepd)		Basin	Concession expiration year
BCAM-40		22.8		10%	Petrobras; QGEP; Brasoil	Petrobras		8.1		3,914	Camamu-Almada		Exploitation: 2029(2)-2034(3	)
REC-T 94		7.7		100%	—	GeoPark		—		—	Recôncavo		Exploration: 2018 Exploitation: 2045
REC-T 85		7.7		100%	—	GeoPark		—		—	Recôncavo		Exploration: 2018 Exploitation: 2045
POT-T 664		7.9		100%	—	GeoPark		—		—	Potiguar		Exploration: 2018 Exploitation: 2045
POT-T 665		7.9		100%	—	GeoPark		—		—	Potiguar		Exploration: 2018 Exploitation: 2045
POT-T 619		7.9		100%	—	GeoPark		—		—	Potiguar		Exploration: 2018 Exploitation: 2045
POT-T 620		7.9		100%	—	GeoPark		—		—	Potiguar		Exploration: 2018 Exploitation: 2045
POT-T 663		7.9		100%	—	GeoPark		—		—	Potiguar		Exploration: 2018
Total Brazil		77.7						8.1		3,914			Exploitation: 2045

(1)    Working interest corresponds to the working interests we expect to hold in such concession, net of any working interests held by other parties in such concession, following the completion of our pending Brazil Acquisitions.

(2)    Corresponds to Manati Field.

(3)    Corresponds to Camarão Norte Field.

Our strengths

We believe that we benefit from the following competitive strengths:

High quality and diversified asset base built through a successful track record of organic growth and acquisitions

Our assets include a diverse portfolio of oil- and natural gas-producing reserves, operating infrastructure, operating licenses and valuable geological surveys. According to the D&M Year-end Reserves Report, as of December 31, 2012, we had 16.8 mmboe of net proved reserves in Chile and Colombia, of which 71%, or 11.9 mmboe, was in oil, and 29%, or 4.9 mmboe, was in gas, and of which 37%, or 6.2 mmboe, were net proved developed reserves. Throughout our history, we have delivered continuous growth in our production, and our management team has been able to identify under-exploited assets and turn them into

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valuable, productive assets. For example, in 2002, we acquired a non-operating working interest in the Fell Block in Chile, which at the time had no material oil and gas production or reserves despite having been actively explored and drilled over the course of more than 50 years. Since 2006, when we became the operator of the Fell Block, through June 30, 2013, we have invested more than US$410 million and drilled approximately 89 wells in the block, with 72% of such wells becoming productive during that period. Currently, we are the operator and sole concessionaire of the Fell Block, which, during the six-month period ended June 30, 2013, produced approximately 7,615 boepd from 59 active wells. As of June 30, 2013, we generated 69% of Chile's total oil production and 18% of its gas production, according to information provided by the Chilean Ministry of Energy.

The acquisitions of Winchester, Luna and Cuerva in Colombia in the first quarter of 2012 gave us access to an additional 574,979 of gross exploratory and productive acres across 10 blocks in what we believe to be one of South America's most attractive oil and gas geographies. According to the D&M Year-end Reserves Report, as of December 31, 2012, the blocks in Colombia in which we have a working interest had 6.6 mmboe of net proved reserves, all of which were in oil. Additionally, according to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe to our net proved reserves. Since we acquired Winchester, Luna and Cuerva, we were able to increase average production to 5,550 boepd in Colombia in the first six months of 2013, an increase of 83% (on a pro forma basis, giving effect to our Colombian acquisitions) as compared to the first six months of 2012. Also, we have been able to leverage our technical expertise and have made several discoveries in the Llanos Basin, including a discovery of oil located in the hanging wall of a normal fault in our Llanos 34 Block.

In addition, in line with our growth strategy, we announced the expansion of our footprint to Brazil. See "—Recent developments."

Significant drilling inventory and resource potential from existing asset base

Our portfolio includes large land holdings in high-potential hydrocarbon basins and blocks with multiple drilling leads and prospects in different geological formations, which provide a number of attractive opportunities with varying levels of risk. Our drilling inventory consists of over 200 identified drilling locations, and our development plans target locations that we believe are low-cost, provide attractive economics and support a predictable production profile. Currently, we are in the midst of our most significant exploration and drilling plan to date:

•

in Chile, we recently completed a 3D seismic survey covering 296,000 gross acres, or 64% of the gross acres in our Tierra Del Fuego Blocks, and drilled our first successful exploratory well (Chercán 1) in the Flamenco Block which resulted in our first oil and gas discovery in Tierra del Fuego. We are currently completing the construction of a flowline to connect this well to existing infrastructure and put it into production. Our Tierra del Fuego Blocks have similar geological characteristics to the Fell Block, and we intend to replicate the exploration and development strategy we successfully executed in the Fell Block in these blocks. In 2011, we expanded into a new play concept following our first oil discovery in the Konawertru well in the Tobifera formation, a volcanic rock that lies below the Springhill formation, the traditional sandstone of the Magallanes Basin. Since then, we have significantly increased our oil production from the drilling of additional wells in the formation and we plan to continue exploring this formation. We have also recently initiated a technical assessment of the oil and gas shale potential in the Estratos con Favrella shale formation in some of our blocks in Chile; and

•

in Colombia, following our identification of several leads and prospects in our Llanos 34 Block, our most prospective Colombian block, we have begun a 3D seismic survey on most of the remaining 50% of the

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acreage that had not been previously surveyed. Furthermore, in the second quarter of 2013, we successfully put into production our third discovery, the Potrillo 1 well in the Yamú Block, and our fourth discovery, the Tarotaro 1 well in the Llanos 34 Block.

Our geoscience team continues to identify new potential accumulations and expand our inventory of prospects and drilling opportunities, including the seven new exploratory concessions that were awarded to us by the ANP, subject to entry into concession agreements with the ANP.

Strong liquidity and financial flexibility to fund expansion

We benefit from both historically consistent cash flows and access to debt and equity capital markets, as well as other funding sources, which have provided us with strong liquidity and the financial flexibility to finance our organic growth and the pursuit of potential new opportunities. We generated US$96.9 million and US$131.8 million in cash from operations in the six-month period ended June 30, 2013 and the year ended December 31, 2012, respectively, and had US$149.4 million and US$38.3 million in cash and cash equivalents as of June 30, 2013 and December 31, 2012, respectively.

In February 2006, the IFC became a significant shareholder by contributing US$10 million. Later that year, we entered into a loan agreement for US$20 million with the IFC, which we have since fully repaid, to partially finance our investment program.

In 2006, we completed an initial public offering of our common shares outside the United States on the AIM and, in 2008 and 2009, we issued and sold additional common shares outside the United States.

In 2007, we obtained financing from Methanex Chile S.A., or Methanex, the Chilean subsidiary of the Methanex Corporation, a leading global methanol producer, in an amount of US$40 million, structured as a gas pre-sale agreement with a six-year term at an interest rate equal to LIBOR.

In 2010, we issued US$133.0 million aggregate principal amount of 7.75% senior secured notes in the international markets, or the Notes due 2015, which were redeemed following our issuance in 2013 of US$300.0 million aggregate principal amount of 7.50% senior secured notes due 2020, or the Notes due 2020.

Highly committed founding shareholders and technical and management teams with proven industry expertise and technically-driven culture

Our founding shareholders, management and operating teams have significant experience in the oil and gas industry and a proven technical and commercial performance record in onshore fields, as well as complex projects in South America and around the world, including expertise in identifying acquisition and expansion opportunities. Moreover, we differentiate ourselves from other E&P companies through our technically-driven culture, which fosters innovation, creativity and timely execution. Our geoscientists, geophysicists and engineers are pivotal to the success of our business strategy, and we have created an environment and supplied the resources that enable our technical team to focus its knowledge, skills and experience on finding and developing oil and gas fields.

In addition, we strive to provide a safe and motivating workplace for employees in order to attract, protect, retain and train a quality team in the competitive marketplace for capable energy professionals.

Our CEO, Mr. James Park, has been involved in E&P projects in South America since 1978. He has been closely involved in grass-roots exploration activities, drilling and production operations, surface and pipeline construction, legal and regulatory issues, crude oil marketing and transportation and capital raising for the industry. Mr. Park currently holds 16.44% of our outstanding common shares.

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Our Chairman, Mr. Gerald O'Shaughnessy, has been actively involved in the oil and gas business internationally and in North America since 1976. Mr. O'Shaughnessy currently holds 17.32% of our outstanding common shares.

Our management and operating team has an average experience in the energy industry of approximately 25 years in companies such as Chevron, San Jorge, Petrobras, Total, Pluspetrol, ENAP and YPF, among others. Throughout our history, our management and operating team has had success in unlocking unexploited value from previously underdeveloped assets.

In addition, on a fully diluted basis, as of June 30, 2013, our executive directors, management and employees (excluding our founding shareholders, Mr. Gerald E. O'Shaughnessy and Mr. James F. Park) owned 7.8% of our outstanding common shares, aligning their interests with those of all our shareholders and helping retain the talent we need to continue to support our business strategy. See "Management—Compensation." Our founding shareholders are also involved in our daily operations and strategy.

Long-term strategic partnerships and strong strategic relationships, such as with LGI provide us with additional funding flexibility to pursue further acquisitions

We benefit from a number of strong partnerships and relationships. In March 2010, we entered into a framework agreement with LGI to establish a strategic growth partnership to jointly acquire and invest in oil and natural gas projects throughout South America. In May 2011, our partnership with LGI was strengthened by LGI's acquisition of a 10% interest in our existing Chilean operations. In October 2011, LGI acquired an additional 10% in GeoPark Chile and a 14% equity interest in GeoPark TdF, and agreed to provide additional financial support for the further development of the Tierra del Fuego Blocks. Our relationship with LGI continues to grow. In December 2012, LGI acquired a 20% interest in our Colombian business. We also agreed with LGI to extend our strategic partnership in order to build a portfolio of upstream oil and gas assets throughout South America through 2015. We are currently the only independent E&P company in which LGI has equity investments in South America. See "Business—Significant agreements—Agreements with LGI" for additional information relating to these agreements.

In addition, the IFC has been one of our shareholders since 2006, holding an 8% interest in us. In Chile, we have strong long-term commercial relationships with Methanex and ENAP, and in Colombia, through our acquisitions of Winchester, Luna and Cuerva, we have inherited a strong relationship with Ecopetrol, the Colombian state-owned oil and gas company.

In Brazil, following the closing of our Rio das Contas acquisition, we expect to benefit from Rio das Contas' long-term relationship with Petrobras.

Our strategy

Continue to grow a risk-balanced asset portfolio

We intend to continue to focus on maintaining a risk-balanced portfolio of assets, combining cash flow-generating assets with upside potential opportunities, and on increasing production and reserves through finding, developing and producing oil and gas reserves in the countries in which we operate. For example, in our recently announced expansion into Brazil, we have secured steady cash flows through the acquisition of Rio das Contas, as well as exploratory potential through our success in an ANP international bidding round in which we were awarded seven concessions in Brazil, subject to entry into concession agreements with the ANP. We believe this approach will allow us to sustain continuous and profitable growth and also participate in higher-risk growth opportunities with upside potential.

11

Maintain conservative financial policies

We seek to maintain a prudent and sustainable capital structure and a strong financial position to allow us to maximize the development of our assets and capitalize on business opportunities as they arise. We intend to remain financially disciplined by limiting substantially all our debt incurrence to identified projects with repayment sources. We expect to continue benefiting from diverse funding sources such as our partners and customers in addition to the international capital markets.

Pursue strategic acquisitions in South America

We have historically benefited from, and intend to continue to grow through, strategic acquisitions. Our recent Colombian acquisitions highlight our ability to identify and execute opportunities at what we believe to be attractive prices. These acquisitions have provided us with, and we expect that our pending Brazil Acquisitions will provide us with, attractive platforms in those countries. Our enhanced regional portfolio, primarily in investment-grade countries, and strong partnerships position us as a regional consolidator. We intend to continue to grow through strategic acquisitions and potentially in other countries in South America, including Peru which has an investment-grade rating. Our acquisition strategy is aimed at maintaining a balanced portfolio of lower-risk cash flow-generating properties and assets that have upside potential, keeping a balanced mix of oil- and gas-producing assets (though we expect to remain weighted toward oil) and focusing on both assets and corporate targets.

Continue to foster a technically-driven culture and to capitalize on local knowledge

We intend to continue to build and strengthen an environment that will allow us to fully consider and understand risk and reward and to deliberately and collectively pursue strategies that maximize value. For this purpose, we intend to continue expanding our technical teams and to foster a culture that rewards talent according to results. For example, we have been able to maintain the technical teams we inherited through our Colombian acquisitions and intend to do so in Brazil following the closing of our Rio das Contas acquisition. We believe local technical and professional knowledge is key to operational and long-term success and intend to continue to secure local talent as we grow our business in different locations.

Maintain a high degree of operatorship

We currently are, and intend to continue to be, the operator of a majority of the blocks and concessions in which we have working interests. Operating the majority of our blocks and concessions gives us the flexibility to allocate our capital and resources opportunistically and efficiently. We believe that this strategy has allowed, and will continue to allow, us to leverage our unique culture and our talented technical, operating and management teams. As of December 31, 2012, 99.9% of our net proved reserves and 97% of our production came from blocks in which we are the operator. On a pro forma basis, accounting for our pending Rio das Contas acquisition, approximately 74% of our production as of June 30, 2013 would have come from blocks that we operate.

Maintain our commitment to environmental and social responsibility

A major component of our business strategy is our focus on our environmental and social responsibility. We are committed to minimizing the impact of our projects on the environment. We also aim to create mutually beneficial relationships with the local communities in which we operate in order to enhance our ability to create sustainable value in our projects. In line with the IFC's standards, our commitment to our environmental and social responsibilities is a major component of our business strategy. These commitments are embodied in our in-house designed Environmental, Health, Safety and Security management program, which we refer to as "S.P.E.E.D." (Safety, Prosperity, Employees, Environment and

12

Community Development). Our S.P.E.E.D. program was developed in accordance with several international quality standards, including ISO 14001 for environmental management issues, OHSAS 18001 for occupational health and safety management issues, SA 8000 for social accountability and workers' rights issues, and applicable World Bank standards. See "Business—Health, safety and environmental matters."

Our corporate structure

We are an exempted company incorporated pursuant to the laws of Bermuda. We operate and own our assets directly and indirectly through a number of subsidiaries.

The following chart shows our corporate structure as of June 30, 2013.

Following the completion of our pending Brazil Acquisitions, we expect GeoPark Brasil Exploracão e Producão de Petróleo e Gás Ltda. (Brazil), or GeoPark Brazil, will hold the assets we acquire in Brazil.

Recent developments

Award of seven licenses in Brazil

On May 14, 2013, following an invitation for bids from the ANP, we were awarded, in an international bidding round, seven new concessions in Brazil, in the following basins:

•

the Recôncavo Basin in the State of Bahia: REC T 94 and REC T 85 Concessions; and

•

the Potiguar Basin in the State of Rio Grande do Norte: POT-T 664, POT-T 665, POT-T 619, POT-T 620 and POT-T 663 Concessions.

13

Our winning bids are subject to entry into concession agreements with the ANP and the completion of administrative formalities, which are expected to occur in the third quarter of 2013. For our winning bids on these seven concessions, we have committed to invest a minimum of US$15.3 million (including bonuses and work program commitment) during the first three years of the exploratory period for the concessions, which is expected to begin in the third quarter of 2013. The new concessions cover an area of approximately 54,850 gross acres.

Acquisition of Rio das Contas

On May 14, 2013, we agreed to acquire Rio das Contas, which holds a 10% working interest in the BCAM-40 Concession in the shallow-depth offshore Manati Field in the Camamu Almada Basin, from Panoro. The total cash consideration for the acquisition is US$140.0 million, subject to certain purchase price and easement adjustments. The Manati Field, which is in the production phase, is operated by Petróleo Brasileiro S.A.—Petrobras, or Petrobras (with a 35% working interest), the Brazilian national company and the largest oil and gas operator in Brazil, in partnership with Queiroz Galvão Exploração e Produção, or QGEP (with a 45% working interest), and Brasoil Manati Exploração Petrolífera S.A., or Brasoil (with a 10% working interest).

We believe the Manati Field will provide us with a strategically important upstream asset in Brazil. The shallow offshore Manati Field is the largest non-associated gas field in Brazil, which produced in the year ended December 31, 2012 approximately 8.7% of the gas produced in Brazil. During the year ended December 31, 2012 and the first half of 2013, net production attributable to Rio das Contas was approximately 3,677 boepd and 3,914 boepd, respectively, sourced from the Manati Field.

We expect that our pending Rio das Contas acquisition in Brazil will provide us with a long-term off-take contract with Petrobras that covers approximately 74% of net proved gas reserves in the Manati Field, a valuable relationship with Petrobras and an established geoscience and administrative team to manage our Brazilian assets and to seek new growth opportunities.

In the year ended December 31, 2012, Rio das Contas generated net income of approximately US$23.2 million and revenues of approximately US$51.1 million.

In addition to the closing purchase price, the purchase agreement also provides that for each year from 2013 to and including 2017, we will make annual earn out payments to Panoro in an amount equal to 45% of net cash flow, calculated as EBITDA less the aggregate of capital expenditures and corporate income taxes, with respect to the BCAM-40 Concession of any amounts in excess of US$25.0 million, up to a maximum cumulative earn out amount of US$20.0 million.

The acquisition is subject to the approval of the ANP, among other regulatory authorities, and we expect to complete the acquisition by the end of 2013. See "Risk factors—Risks relating to our business—Our pending acquisition of Rio das Contas is subject to ANP approvals" and "Business—Significant agreements—Brazil—Rio das Contas Quota Purchase Agreement."

Reverse share split

In connection with this offering, we plan to recommend that our shareholders pass a resolution authorizing a two-for-one reverse share split and authorizing the board of directors to determine when, and if, to implement the reverse share split. If the resolution is approved by shareholders, we expect that the reverse share split, if implemented by our board of directors, will be effective prior to the commencement of this offering and we will revise this prospectus accordingly.

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Implications of being an emerging growth company

As a company with less than US$1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

•

a requirement to have only two years of audited financial statements and only two years of related management's discussion and analysis of financial condition and results of operations disclosure;

•

an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act; and

•

an exemption from any Public Accounting Oversight Board, or PCAOB, rules mandating independent audit firm rotation or auditor discussion and analysis.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. If during that five-year period:

•

our annual gross revenue exceeds US$1.0 billion during any fiscal year;

•

the aggregate amount of debt securities we issue during any three-year period exceeds US$1.0 billion; or

•

the market value of our common stock that is held by non-affiliates exceeds US$700 million as of June 30 of any year,

we would cease to be an emerging growth company as of the following December 31. We may choose to take advantage of some but not all of these reduced burdens. If we choose to take advantage of any of these reduced reporting burdens, the information that we provide shareholders may be different than you might receive from other public companies in which you hold investments.

Corporate information

We were incorporated as an exempted company pursuant to the laws of Bermuda as GeoPark Holdings Limited in February 2006. On July 30, 2013, our shareholders approved a change in our name to GeoPark Limited, effective from July 31, 2013. We maintain a registered office in Bermuda at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda. Our principal executive offices are located at Nuestra Señora de los Ángeles 179, Las Condes, Santiago, Chile, telephone number +562-2242-9600, and Florida 981, 1st floor, Buenos Aires, Argentina, telephone number +5411-4312-9400. Our website is www.geo-park.com. The information on our website does not constitute part of this prospectus.

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The offering

Issuer	GeoPark Limited
Underwriters	J.P. Morgan Securities LLC, Banco BTG Pactual S.A.—Cayman Branch and Itau BBA USA Securities, Inc.
Offering	We are offering                    common shares.
Offering price range	We expect the public offering price will be between US$              and US$              per common share.
Listing	We intend to apply to list our common shares on the NYSE under the symbol "GPRK."
	Prior to this offering, our common shares have traded, and immediately subsequent to this offering will continue to trade, on the AIM under the symbol "GPK" and on the Santiago Offshore Stock Exchange under the symbol "GPK." We intend to cancel admission of our common shares to the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE.
Use of proceeds	We estimate that the net proceeds from this offering will be approximately US$     million, based on the midpoint of the range set forth on the cover page of this prospectus after deducting underwriter discounts and commissions and estimated expenses of the offering that are payable by us.
	Each US$1.00 increase (decrease) in the public offering price per common share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and expenses, by US$ .
	The principal purposes of this offering are to create a public market for our common shares in the United States and to facilitate our future access to the U.S. public equity markets, as well as to obtain additional capital and enhance our financial flexibility.
	We may use a portion of the proceeds from this offering to finance or accelerate the growth of our operations in our current asset base, which we refer to as our organic expansion, and, following the completion of our pending Brazil Acquisitions, our Brazilian assets, or use the proceeds for general corporate purposes.

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	In addition, we may use a portion of the proceeds from this offering for opportunistic acquisitions in Chile, Colombia and Brazil, as well as in other countries in South America, which may include Peru, though we currently do not have definitive plans or arrangements with respect to any potential investment in South America.
	Pending their use, we intend to invest the proceeds in a variety of capital preservation investments, which may include interest-bearing securities.
	In addition to being focused on the geographies mentioned above, our acquisition strategy is aimed at maintaining a balanced portfolio of lower-risk cash flow-generating properties and assets that have upside potential, as well as at keeping a balanced mix of oil- and gas-producing assets, though we expect to remain weighted toward oil.
	See "Use of proceeds."
Over-allotment option	We have granted the underwriters an option, exercisable at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this prospectus, upon written notice from J.P. Morgan Securities LLC to us, with a copy to the other underwriters, to purchase up to               additional common shares, at the public offering price less an amount per common share equal to any dividends or distributions, if any, declared by us and payable on our common shares but not payable on these additional common shares, to cover over-allotments, if any provided that the decision to over-allocate the common shares is made jointly by the underwriters at the time the price per common share is determined. See "Underwriting—Over-allotment option."
Share capital before and after offering	As of the date of this prospectus, our share capital consists of issued and outstanding common shares.
	Immediately after the offering, we will have               common shares issued and outstanding, assuming no exercise of the underwriters' over-allotment option.
Voting rights	Subject to Bermuda law, holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. See "Description of share capital."
Dividend policy	Holders of common shares will be entitled to receive dividends, if any, paid on the common shares. The amount of any distributions will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors deemed relevant by our board of directors and shareholders.

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	We have never paid, and do not intend to pay in the foreseeable future, cash dividends on our common shares. At the present time, we intend to retain all of our future earnings, if any, generated by our operations for the development and growth of our business.
	Additionally, we are subject to Bermuda legal constraints that may affect our ability to pay dividends on our common shares and make other payments. Under the Bermuda Companies Act 1981, as amended, or the Bermuda Companies Act, we may not declare or pay a dividend if there are reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due or that the realizable value of our assets would thereafter be less than our liabilities. See "Dividend policy" and "Description of share capital."
Lock-up agreements	We and our directors, executive officers and certain of our significant shareholders intend to enter into lock-up agreements with J.P. Morgan Securities LLC, pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC who shall provide prior notice to the other underwriters, subject to certain exceptions: (1) issue (applicable to us only), offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the SEC or any other securities regulatory authority a registration statement or similar application under the Securities Act or any other securities law relating to, any of our common shares or any securities convertible into or exercisable or exchangeable for our common shares (including, without limitation, our common shares or such other securities which may be deemed to be beneficially owned by such person in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common shares or any such other securities, whether any such transaction described in clause (1) or (2) is to be settled by delivery of our common shares or such other securities, in cash or otherwise; or (3) make any demand for or exercise any right with respect to the registration of our common shares or any security convertible into or exercisable or exchangeable for our common shares (applicable to our directors, executive officers and certain of our significant shareholders only). J.P. Morgan Securities LLC has advised us that it has no present intention or arrangement to release any of the securities subject to a lock-up agreement and any future request for such a release will be considered in light of the particular circumstances surrounding the request. See "Underwriting—Lock-up agreements."

18

Certain tax considerations	For certain U.S. federal income tax consequences with respect to the acquisition, ownership and disposition of our common shares, see "Certain tax considerations."
Risk factors	Investing in our common shares involves a significant degree of risk. See "Risk factors" beginning on page 32 and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our common shares.

Except as otherwise indicated, all information in this prospectus:

•

assumes no exercise of the underwriters' option to purchase up to              additional common shares to cover over-allotments, if any;

•

assumes that the common shares to be sold in this offering will be sold at US$              , which is the midpoint of the range set forth on the cover page of this prospectus; and

•

excludes the awards and conversion thereof of              of our common shares granted to our employees and directors under our Performance-Based Employee Long-Term Incentive Program. See "Management—Compensation—Executive compensation—Performance-Based Employee Long-Term Incentive Program."

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Summary historical financial data

We have derived our summary historical statement of income, balance sheet and cash flow data as of and for the years ended December 31, 2012 and 2011 from our Annual Consolidated Financial Statements included elsewhere in this prospectus, which have been audited by PwC.

The summary historical financial data as of June 30, 2013 and for the six-month periods ended June 30, 2013 and 2012 have been derived from the Interim Consolidated Financial Statements included elsewhere in this prospectus, which in the opinion of our management, include all adjustments necessary to present fairly our results of operations and financial condition at the dates and for the periods presented. The results for the six-month period ended June 30, 2013 are not necessarily indicative of the results of operations that you should expect for the entire year ended December 31, 2013 or any other period.

We maintain our books and records in U.S. dollars and prepare our consolidated financial statements in accordance with IFRS.

This financial information should be read in conjunction with "Presentation of financial and other information," "Management's discussion and analysis of financial condition and results of operations" and our Consolidated Financial Statements and the related notes thereto, included elsewhere in this prospectus.

This summary historical financial data set forth in this section does not include any results or other financial information of our Colombian acquisitions prior to their incorporation into our financial statements, or our pending Brazil Acquisitions.

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Statement of income data

	For the six-month period ended June 30,
							For the year ended December 31,
(in thousands of US$, except per share numbers)	2013 (unaudited)			2012 (unaudited)
							2013			2012
Revenue
Net oil sales		149,817			104,893			221,564			73,508
Net gas sales		10,989			17,098			28,914			38,072
Net revenue		160,806			121,991			250,478			111,580
Production costs		(81,147	)		(54,668	)		(129,235	)		(54,513	)
Gross profit(1)		79,659			67,323			121,243			57,067
Exploration costs		(13,587	)		(10,199	)		(27,890	)		(10,066	)
Administrative costs		(20,730	)		(13,562	)		(28,798	)		(18,169	)
Selling expenses		(7,658	)		(7,981	)		(24,631	)		(2,546	)
Other operating income/(expense)		4,205			(413	)		823			(502	)
Operating profit		41,889			35,168			40,747			25,784
Financial income		604			318			892			162
Financial expenses		(21,166	)		(7,662	)		(17,200	)		(13,678	)
Bargain purchase gain on acquisition of subsidiaries		—			8,401			8,401			—
Profit before tax		21,327			36,225			32,840			12,268
Income tax		(7,092	)		(10,863	)		(14,394	)		(7,206	)
Profit for the period/year		14,235			25,362			18,446			5,062
Non-controlling interest		5,619			5,458			6,567			5,008
Profit attributable to owners of the Company		8,616			19,904			11,879			54
Earnings per share for profit attributable to owners of the Company—Basic		0.20			0.47			0.28			0.00
Earnings per share for profit attributable to owners of the Company—Diluted(2)		0.19			0.44			0.27			0.00
Weighted average common shares outstanding—Basic		43,497,415			42,474,274			42,673,981			41,912,685
Weighted average common shares outstanding—Diluted(2)		46,108,015			46,166,376			44,109,305			43,917,167

(1)    Gross profit is defined as net revenue minus production costs.

(2)    See Note 18 to our Annual Consolidated Financial Statements.

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Balance sheet data

	As of June 30,
			As of December 31,
	2013 (unaudited)
(in thousands of US$)			2012		2011
Assets
Non-current assets
Property, plant and equipment		544,151		457,837		224,635
Prepaid taxes		14,505		10,707		2,957
Other financial assets		2,145		7,791		5,226
Deferred income tax		16,075		13,591		450
Prepayments and other receivables		1,857		510		707
Total non-current assets		578,733		490,436		233,975
Current assets
Other financial assets		—		—		3,000
Inventories		5,667		3,955		584
Trade receivables		31,288		32,271		15,929
Prepayments and other receivables		40,809		49,620		24,984
Prepaid taxes		2,376		3,443		147
Cash at bank and in hand		149,437		48,292		193,650
Total current assets		229,577		137,581		238,294
Total assets		808,310		628,017		472,269
Equity attributable to owners of the Company		251,220		239,421		208,889
Equity attributable to non-controlling interest		83,459		72,665		41,763
Total equity		334,679		312,086		250,652
Liabilities
Non-current liabilities
Borrowings		290,624		165,046		134,643
Provisions for other long-term liabilities		26,015		25,991		9,412
Deferred income tax		25,372		17,502		13,109
Total non-current liabilities		342,011		208,539		157,164
Current liabilities
Borrowings		11,172		27,986		30,613
Current income tax		2,716		7,315		187
Trade and other payable		117,732		72,091		33,653
Total current liabilities		131,620		107,392		64,453
Total liabilities		473,631		315,931		221,617
Total equity and liabilities		808,310		628,017		472,269

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Cash flow data

	For the six-month period ended June 30,
							For the year ended December 31,
	2013 (unaudited)			2012 (unaudited)
(in thousands of US$)							2012			2011
Cash provided by (used in)
Operating activities		96,929			71,169			131,802			68,763
Investing activities		(137,286	)		(189,795	)		(303,507	)		(101,276	)
Financing activities		151,502			(8,764	)		26,375			131,739
Net increase (decrease) in cash		111,145			(127,390	)		(145,330	)		99,226

Other financial data

	For the six-month period ended June 30,
					For the year ended December 31
	2013 (unaudited)		2012 (unaudited)
					2012		2011
Adjusted EBITDA(1)
(US$ thousands)		84,014		70,274		121,404		63,391
Adjusted EBITDA margin(2)		52.2%		57.6%		48.5%		56.8%
Adjusted EBITDA per boe(3)		35.1		36.1		31.1		22.9

(1)    Adjusted EBITDA is a non-IFRS financial measure. For a definition of Adjusted EBITDA and other information relating to this measure, see "Presentation of financial and other information—Non-IFRS financial measures."

(2)    Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue.

(3)    Adjusted EBITDA per boe is defined as Adjusted EBITDA divided by total boe for the applicable period.

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The following table presents a reconciliation of Adjusted EBITDA per boe and Adjusted EBITDA to the IFRS financial measure of profit for the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012 and 2011.

	For the six-month period ended June 30,								For the year ended December 31,
(in thousands of US$, except percentages)	2013 (unaudited)			2012 (unaudited)			% change from prior period		2012			2011			% change from prior year
Profit for the period/year attributable to owners of the Company		8,616			19,904			(57)%		11,879			54			21,898%
Non-controlling interest		5,619			5,458			3%		6,567			5,008			31%
Profit for the period/year		14,235			25,362			(44)%		18,446			5,062			264%
Income tax		7,092			10,863			(35)%		14,394			7,206			100%
Net finance cost		20,562			7,344			180%		16,308			13,516			21%
Others(1)		(5,754	)		(7,669	)		25%		(12,009	)		(1,362	)		782%
Impairment and write-off of unsuccessful efforts		11,788			8,564			38%		25,552			7,263			252%
Accrual of stock options and stock awards		3,486			2,415			44%		5,396			5,298			2%
Depreciation		32,605			23,395			39%		53,317			26,408			102%
Adjusted EBITDA		84,014			70,274			20%		121,404			63,391			92%
Total boe (thousands of boe)		2,393			1,944			23%		3,904			2,771			41%
Adjusted EBITDA per boe		35.1			36.1			(3%)		31.1			22.9			36%

(1)    Includes bargain purchase gain on acquisition of subsidiaries of US$8.4 million for the six-month period ended June 30, 2012 and for the year ended December 31, 2012. Includes capitalized costs relating to direct labor costs of our geological and geophysical department for the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012 and 2011.

The following table presents a reconciliation of Adjusted EBITDA to the IFRS financial measure of profit for the period/year for Chile and Colombia for the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012 and 2011.

	For the six-month period ended June 30,											For the year ended December 31,
	2013 (unaudited)					2012 (unaudited)						2012						2011
(in thousands of US$)	Chile			Colombia		Chile			Colombia			Chile			Colombia			Chile			Colombia
Profit for the period/year attributable to owners of the Company		15,996			6,771		16,757			9,609			24,357			6,250			14,447			—
Non-controlling interest		3,833			1,786		5,458			—			6,567			—			5,008			—
Profit for the period/year		19,829			8,557		22,215			9,609			30,924			6,250			19,455			—
Income tax		3,278			5,812		7,947			2,916			11,349			4,976			7,194			—
Net finance cost		10,132			3,432		6,410			501			6,007			5,452			12,549			—
Others(1)		(5,753	)		—		(327	)		(7,340	)		(3,608	)		(8,401	)		(1,362	)		—
Impairment and write-off of unsuccessful efforts		8,753			3,035		5,945			2,619			18,490			5,147			5,919			—
Accrual of stock options and stock awards		591			433		979			—			2,012			—			1,369			—
Depreciation		15,437			17,027		15,859			7,005			28,734			21,050			25,297			—
Adjusted EBITDA(2)		52,267			38,296		59,028			15,310			93,908			34,474			70,421			—

(1)    Includes bargain purchase gain on acquisition of subsidiaries of US$8.4 million for the six-month period ended June 30, 2012 and for the year ended December 31, 2012. Includes capitalized costs relating to direct labor costs of our geological and geophysical department for the six-month periods ended June 30, 2013 and 2012 and for the years ended December 31, 2012 and 2011.

(2)    Our other operations accounted for US$(6.5) million and US$(4.1) million for the six-month periods ended June 30, 2013 and 2012, respectively, and US$(7.0) million and US$(7.0) million for the year ended December 31, 2012 and 2011, respectively.

24

Summary unaudited condensed combined pro forma financial data

The following tables present our summary unaudited condensed combined pro forma financial data for the periods indicated below.

The summary unaudited condensed combined pro forma financial data should be read in conjunction with "Unaudited condensed combined pro forma financial data," "Selected historical financial data" and "Management's discussion and analysis of financial condition and results of operations," our Consolidated Financial Statements and the accompanying notes, the Colombian Acquisitions Consolidated Financial Statements and the related notes and the Rio das Contas Consolidated Financial Statements and the related notes, each included elsewhere in this prospectus.

We have derived the summary unaudited pro forma statement of income data for the year ended December 31, 2012 and for the six-month period ended June 30, 2013; and the summary unaudited pro forma balance sheet data as of June 30, 2013 from the Unaudited Condensed Combined Pro Forma Financial Data included elsewhere in this prospectus. The unaudited pro forma statement of income data has been prepared to illustrate our combined results of operations for the year ended December 31, 2012 and for the six-month period ended June 30, 2013 to give pro forma effect to the acquisitions of Winchester, Luna and Cuerva, to our pending Rio das Contas acquisition and to the disposition of the 20% equity interest in GeoPark Colombia as if these transactions had occurred as of January 1, 2012. The unaudited pro forma balance sheet data has been prepared to illustrate our combined financial condition as of June 30, 2013 to give pro forma effect to the probable acquisition of Rio das Contas as if it had been consummated on June 30, 2013.

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Pro forma statement of income data

	For the six-month period ended June 30, 2013						For the year ended December 31, 2012
(In thousands of US$, except per share numbers)	Pro forma (unaudited)			Historical (unaudited)			Pro forma (unaudited)			Historical
Net revenue		185,422			160,806			325,403			250,478
Production costs		(97,312	)		(81,147	)		(176,259	)		(129,235	)
Gross profit		88,110			79,659			149,144			121,243
Exploration costs		(13,587	)		(13,587	)		(28,227	)		(27,890	)
Administrative costs		(21,774	)		(20,730	)		(34,331	)		(28,798	)
Selling expenses		(7,658	)		(7,658	)		(28,974	)		(24,631	)
Other operating expense/(income)		4,205			4,205			2,384			(823	)
Operating profit/(loss)		49,296			41,889			59,996			40,747
Net financial results		(23,559	)		(20,562	)		(22,678	)		(16,308	)
Bargain purchase gain on acquisition of subsidiaries		—			—			8,401			8,401
Profit before tax		25,737			21,327			45,719			32,840
Income tax		(6,715	)		(7,092	)		(15,987	)		(14,394	)
Profit for the period/year		19,022			14,235			29,732			18,446
Attributable to:
Owners of the Company		13,403			8,616			21,465			11,879
Non-controlling interest		5,619			5,619			8,267			6,567

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Pro forma balance sheet data

	As of June 30, 2013
(In thousands of US$)	Pro forma (unaudited)		Historical (unaudited)
Assets
Non-current assets
Property, plant and equipment		681,036		544,151
Other		36,943		34,582
Total non-current assets		717,979		578,733
Current assets
Trade receivables		41,827		31,288
Prepayments and other receivables		40,858		40,809
Cash at bank and in hand		79,768		149,437
Other		8,517		8,043
Total current assets		170,970		229,577
Total assets		888,949		808,310
Equity
Share premium		116,877		116,877
Reserves		128,058		128,058
Other		6,285		6,285
Attributable to owners of the Company		251,220		251,220
Non-controlling interest		83,459		83,459
Total equity		334,679		334,679
Liabilities
Non-current liabilities
Borrowings		360,624		290,624
Provisions for other long-term liabilities		28,165		26,015
Deferred income tax		29,707		25,372
Contingent payment		600		—
Total non-current liabilities		419,096		342,011
Current liabilities
Trade and other payable		121,286		117,732
Other		13,888		13,888
Total current liabilities		135,174		131,620
Total liabilities		554,270		473,631
Total equity and liabilities		888,949		808,310

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Pro forma other financial data

	For the six-month period ended June 30, 2013		For the year ended December 31, 2012
	(unaudited)		(unaudited)
Pro forma Adjusted EBITDA(1)
(US$ thousands)		101,191		168,708
Pro forma Adjusted EBITDA margin(2)		54.6%		51.8%
Pro forma Adjusted EBITDA per boe(3)		33.6		30.8

(1)    Pro forma Adjusted EBITDA is Adjusted EBITDA after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas. See "Unaudited condensed combined pro forma financial data—Note 6" for a reconciliation.

(2)    Pro forma Adjusted EBITDA margin is Adjusted EBITDA after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas divided by pro forma net revenue.

(3)    Pro forma Adjusted EBTIDA per boe is Adjusted EBITDA divided by 3,010,657 and 5,472,543, representing total production, expressed in boe, for the six-month period ended June 30, 2013 and for the year ended December 31, 2012, respectively.

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Summary historical reserves and operating data

Reserves data—Chile

The following table summarizes reserves data for the blocks in Chile in which we have a working interest as of December 31, 2012, which is derived from the D&M Year-end Reserves Report.

	As of December 31, 2012
Estimated net proved reserves
Oil (mmbbl)		5.3
Gas (bcf)		29.6
Total proved (mmboe)		10.2
Proved developed (mmboe)		4.2
Proved undeveloped (mmboe)		6.0
Proved developed reserves as a percentage of total proved reserves		41%
Standardized measure of discounted future net cash flow (US$ in million)(1)		202.4

(1)    After corporate income taxes but before deducting non-controlling interest.

Reserves data—Colombia

The following table summarizes reserves data for the blocks in Colombia in which we have a working interest as of December 31, 2012, which is derived from the D&M Year-end Reserves Report, unless otherwise indicated.

	As of December 31, 2012(2)
Estimated net proved reserves
Oil (mmbbl)		6.6
Gas (bcf)		—
Total proved (mmboe)		6.6(2	)
Proved developed (mmboe)		2.0
Proved undeveloped (mmboe)		4.6
Proved developed reserves as a percentage of total proved reserves		30%
Standardized measure of discounted future net cash flow (US$ million)(1)		133.6

(1)    After corporate income taxes but before deducting non-controlling interest.

(2)    Net proved reserves for Colombia do not include the additional net proved reserves as of June 30, 2013 attributable to new discoveries made in Colombia after December 31, 2012, described in the D&M Brazil and Colombia Reserves Report and presented in the table below.

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The following table summarizes reserves data for certain new discoveries made in Colombia during the first half of 2013 in the Tarotaro and Potrillo Fields in Colombia, which is based on the D&M Brazil and Colombia Reserves Report.

	As of June 30, 2013
Estimated net proved reserves
Oil (mmbbl)		2.4
Gas (bcf)		0
Total proved (mmboe)		2.4
Proved developed (mmboe)		0.6
Proved undeveloped (mmboe)		1.7
Proved developed reserves as a percentage of total proved reserves		28%
Standardized measure of discounted future net cash flow (US$ million)(1)		71.9

(1)    After corporate income taxes but before deducting non-controlling interest.

Reserves data—Brazil

The following table summarizes reserves data for the Manati Field in Brazil, in which we expect to have a working interest through our pending Rio das Contas acquisition, as of June 30, 2013, which are derived from the D&M Brazil and Colombia Reserves Report.

	As of June 30, 2013
Estimated net proved reserves
Oil (mmbbl)		0.1
Gas (bcf)		48.1
Total proved (mmboe)		8.1
Proved developed (mmboe)		4.7
Proved undeveloped (mmboe)		3.4
Proved developed reserves as a percentage of total proved reserves		58%
Standardized measure of discounted future net cash flow (US$ in million)(1)		137.2

(1)    After corporate income taxes but before deducting non-controlling interest.

As of December 31, 2012, our reserves-to-production (or reserve life) ratio for net proved reserves in Chile and Colombia was 4.1 years, 3.5 for Chile and 5.3 for Colombia. Our operations in Argentina included no proved reserves. As of June 30, 2013, our reserve life ratio for net proved reserves in Brazil attributable to Rio das Contas was 6.1 years.

As a result of our oil and gas production and drilling during 2013, our proved reserves estimates for the year ended December 31, 2013 may change when compared to the estimates as of December 31, 2012. However, we expect that our proved reserves in Chile will remain relatively unchanged, with new proved reserves derived from discoveries offsetting the depletion of our proved reserves through our production throughout the year. In Colombia, we expect that our new discoveries in our blocks in the Llanos Basin will more than offset our production throughout the year.

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Operating data

The following table summarizes our operating data as of the years ended December 31, 2012 and 2011 and for the six-month periods ended June 30, 2013 and 2012.

Our consolidated operating data for the six-month period ended June 30, 2012 includes the operating data of Winchester, Luna and Cuerva as of the dates of their respective acquisitions during the first quarter of 2012 and thus is not directly comparable to our operating data for the six-month period ended June 30, 2013. Information relating to our pending Brazil Acquisitions is not included below.

	For the six-month period ended June 30,				For the year ended December 31,
	2013		2012		2012		2011
Net production volumes:
Oil (mbbl)		1,926		1,129		2,513		916
Gas (mmcf)		2,803		4,889		8,346		11,135
Total (mboe)		2,393		1,944		3,904		2,771
Average net production (boepd)		13,221		11.939		11,292		7,593
Average realized sales price:
Oil (US$/bbl)(1)		80.5		94.6		90.5		83.8
Gas (US$/mcf)(2)		4.5		4.1		4.0		3.9
Average realized sales price per boe		70.6		66.7		69.1		44.6
Average unit costs per boe:
Operating cost		17.0		13.1		16.8		8.6
Royalties and other		3.6		3.2		2.9		1.7
Production costs(3)		20.6		16.3		19.7		10.3
Depreciation		13.3		11.8		13.4		9.3
Total production cost		33.9		28.1		33.1		19.7
Exploration costs		5.7		5.2		7.1		3.6
Administrative costs		8.7		7.0		7.4		6.6
Selling expenses		3.2		4.1		6.3		0.9

(1)    Averaged realized sales price for oil does not include our Argentine blocks because our Argentine operations were not material during such period.

(2)    Averaged realized sales price for gas does not include our Argentine and Colombian blocks because our gas operations in those countries were not material during such period.

(3)    Calculated pursuant to FASB ASC 932.

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Risk factors

An investment in our common shares involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained in this prospectus, including our Consolidated Financial Statements and the related notes, the Colombian Acquisitions Consolidated Financial Statements and the related notes and the Rio das Contas Consolidated Financial Statements and the related notes, each appearing at the end of this prospectus, before deciding to invest in our common shares. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially and adversely affected. In such case, the trading price of our common shares could decline, and you could lose all or part of your investment. The risks below are not the only ones facing our Company. Additional risks not currently known to us or that we currently deem immaterial may also adversely affect us.

For purposes of this section, the indication that a risk, uncertainty or problem may or will have a "material adverse effect on us" or that we may experience a "material adverse effect" means that the risk, uncertainty or problem could have a material adverse effect on our business, financial condition or results of operations and/or the market price of our common shares, except as otherwise indicated or as the context may otherwise require. You should view similar expressions in this section as having a similar meaning.

Risks relating to our business

A substantial or extended decline in oil, natural gas and methanol prices may materially adversely affect our business, financial condition and results of operations.

The prices that we receive for our oil and natural gas production heavily influence our revenues, profitability, access to capital and growth rate. Historically, the markets for oil, natural gas and methanol (which historically have influenced prices for almost all of our Chilean gas sales) have been volatile and will likely continue to be volatile in the future. International oil, natural gas and methanol prices have fluctuated widely in recent years and may continue to do so in the future.

The prices that we will receive for our production and the levels of our production depend on numerous factors beyond our control. These factors include, but are not limited, to the following:

•

global economic conditions;

•

changes in global supply and demand for oil, natural gas and methanol;

•

the actions of the Organization of the Petroleum Exporting Countries, or OPEC;

•

political and economic conditions, including embargoes, in oil-producing countries or affecting other countries;

•

the level of oil- and natural gas-producing activities, particularly in the Middle East, Africa, Russia, South America and the United States;

•

the level of global oil and natural gas exploration and production activity;

•

the level of global oil and natural gas inventories;

•

the price of methanol;

32

•

availability of markets for natural gas;

•

weather conditions and other natural disasters;

•

technological advances affecting energy production or consumption;

•

domestic and foreign governmental laws and regulations, including environmental, health and safety laws and regulations;

•

proximity and capacity of oil and natural gas pipelines and other transportation facilities;

•

the price and availability of competitors' supplies of oil and natural gas in captive market areas;

•

quality discounts for oil production based, among other things, on API and mercury content;

•

taxes and royalties under relevant laws and the terms of our contracts;

•

our ability to enter into oil and natural gas sales contracts at fixed prices;

•

the level of global methanol demand and inventories and changes in the uses of methanol;

•

the price and availability of alternative fuels; and

•

future changes to our hedging policies.

These factors and the volatility of the energy markets make it extremely difficult to predict future natural gas and oil price movements. For example, from January 1, 2010 to June 30, 2013, NYMEX WTI crude oil contracts prices ranged from a low of US$64.78 per bbl to a high of US$113.39 per bbl, Henry Hub natural gas average monthly spot prices ranged from a low of US$1.82 per mmbtu to a high of US$7.51 per mmbtu, US Gulf methanol spot barge prices ranged from a low of US$324.61 per metric ton to a high of US$493.63 per metric ton and Brent spot prices ranged from a low of US$67.18 per barrel to a high of US$128.14 per barrel. Further, oil prices, natural gas and methanol prices do not necessarily fluctuate in direct relationship to each other. Moreover, natural gas prices have fallen to historic lows in recent periods, and it is unclear how long these low prices will be sustained.

As of December 31, 2012, natural gas comprised 29% of our net proved reserves, and we estimate that, as of June 30, 2013, 99% of Rio das Contas' net proved reserves consisted of natural gas. Following the completion of our pending Rio das Contas acquisition, we expect to benefit from a long-term off-take contract, at fixed prices indexed to a Brazilian inflation index, covering 74% of Rio das Contas' net proved reserves. See "Business—Significant agreements—Brazil—Petrobras Natural Gas Purchase Agreement." A decline in natural gas prices could negatively affect our future growth, particularly for future gas sales where we may not be able to secure or extend our current long-term contracts.

For the six-month period ended June 30, 2013 and the year ended December 31, 2012, 93.2% and 88.5% of our revenues, respectively, were derived from oil. Giving effect to our pending Rio das Contas acquisition, on a pro forma basis, 81.4% and 90.3% of our revenues would have been derived from oil in the same periods. See "Prospectus summary—Summary unaudited condensed combined pro forma financial data" and "Unaudited condensed combined pro forma financial data." Because we expect that our production mix will continue to be weighted toward oil, our financial results are more sensitive to movements in oil prices.

Lower oil and natural gas prices may not only decrease our revenues on a per unit basis, but also may reduce the amount of oil and natural gas that we can produce economically. In addition, changes in oil and

33

gas prices can impact our valuation of reserves and, in periods of sharply lower commodity prices, we may curtail production and capital spending projects or may defer or delay drilling wells because of lower cash flows. A substantial or extended decline in oil or natural gas prices would materially adversely affect our business, financial condition and results of operations. We have historically not hedged our production to protect against fluctuations.

Unless we replace our oil and natural gas reserves, our reserves and production will decline over time. Our business is dependent on our continued successful identification of productive fields and prospects and the identified locations in which we drill in the future may not yield oil or natural gas in commercial quantities.

Production from oil and gas properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Accordingly, our current proved reserves will decline as these reserves are produced. For instance, based on our internal projections, we believe that the daily production in our Colombian blocks will peak in 2014 and decline thereafter, and that the daily production in the Fell Block and the Tierra del Fuego Blocks will peak in 2016 and decline thereafter. As of December 31, 2012, our reserves-to-production (or reserve life) ratio for net proved reserves in Chile and Colombia was 4.1 years. According to estimates included in the D&M Year-end Reserves Report, if on January 1, 2013, we had ceased all drilling and development, including recompletions, refracs and workovers, then our proved developed producing reserves base in Chile, Colombia and Argentina would have declined at an annual effective rate of 40% over four years, including 41% during the first year. In Brazil, we believe that daily production in the Manati Field, in which we expect to acquire an interest following the closing of our Rio das Contas acquisition, will peak in March 2017 and decline thereafter. According to estimates included in the D&M Brazil and Colombia Reserves Report, if on January 1, 2013, we had ceased all drilling and development, including recompletions, refracs and workovers, then the proved developed producing reserves base attributable to the Manati Field in Brazil would have declined at an annual effective rate of 19% over the first four years, including 15% during the first year.

Our future oil and natural gas reserves and production, and therefore our cash flows and income, are highly dependent on our success in efficiently developing our current reserves and economically finding or acquiring additional recoverable reserves. While we have had success in identifying and developing commercially exploitable deposits and drilling locations in the past, we may be unable to replicate that success in the future. We may not identify any more commercially exploitable deposits or successfully drill, complete or produce more oil or gas reserves, and the wells which we have drilled and currently plan to drill within our blocks or concession areas may not discover or produce any further oil or gas or may not discover or produce additional commercially viable quantities of oil or gas to enable us to continue to operate profitably. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations will be materially adversely affected.

We derive a significant portion of our revenues from sales to a few key customers.

In Chile, all of our crude oil and condensate sales are made to ENAP. For the six-month period ended June 30, 2013, sales to ENAP represented 48.0% of our revenues from oil and 44.7% of our total revenues. ENAP imports the majority of the oil it refines and partially substitutes those imports with volumes supplied locally by its own operated fields and those operated by us. The initial term of our sales contract with ENAP expired on August 31, 2012, but the contract provides that, unless either we or ENAP provides prior notice of 45 days, the term of the contract is automatically extended every six months, until the expiration of the Fell Block CEOP, which is the earlier of August 24, 2032, or the date on which we

34

cease exploitation of hydrocarbons in the Fell Block. We and ENAP are currently negotiating a new contract for a period of one year, which will be subject to extension in a similar fashion. However, if ENAP were to decrease or cease purchasing oil from us or decide not to renew its contract with us, or if we were unable to renew our contract with ENAP at a lower sales price or at all, this could have a material adverse effect on our business, financial condition and results of operations.

In Colombia, for the six-month period ended June 30, 2013, we made 45.6% of our oil sales to Gunvor, 30.5% to Hocol S.A., or Hocol, a subsidiary of Ecopetrol and 17.8% to Trenaco, with Gunvor accounting for 21.9%, Hocol 14.7% and Trenaco 8.6% of our overall revenues for the same period. Our current sales contracts with Hocol, Trenaco and Gunvor are short-term agreements. If any of Hocol, Trenaco or Gunvor were to decrease or cease purchasing oil from us, or if any of them were to decide not to renew their contracts with us or to renew them at a lower sales price, this could have a material adverse effect on our revenues and financial condition.

In Brazil, pending the closing of our Rio das Contas acquisition, we expect that all of our revenues from the sale of gas in the Manati Field in Brazil will be generated from sales to Petrobras, the operator of the Manati field, pursuant to a long-term gas off-take contract.

There are inherent risks and uncertainties relating to the exploration and production of oil and natural gas.

Our performance depends on the success of our exploration and production activities and on the existence of the infrastructure that will allow us to take advantage of our oil and gas reserves. Oil and natural gas exploration and production activities are subject to numerous risks beyond our control, including the risk that exploration activities will not identify commercially viable quantities of oil or natural gas. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of seismic and other data obtained through geophysical, geochemical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations.

Furthermore, the marketability of any oil and natural gas production from our projects may be affected by numerous factors beyond our control. These factors include, but are not limited to, proximity and capacity of pipelines and other means of transportation, the availability of upgrading and processing facilities, equipment availability and government laws and regulations (including, without limitation, laws and regulations relating to prices, sale restrictions, taxes, governmental stake, allowable production, importing and exporting of oil and natural gas, environmental protection and health and safety). The effect of these factors, individually or jointly, cannot be accurately predicted, but may have a material adverse effect on our business, financial condition and results of operations.

There can be no assurance that our drilling programs will produce oil and natural gas in the quantities or at the costs anticipated, or that our currently producing projects will not cease production, in part or entirely. Drilling programs may become uneconomic as a result of an increase in our operating costs or as a result of a decrease in market prices for oil and natural gas. Our actual operating costs or the actual prices we may receive for our oil and natural gas production may differ materially from current estimates. In addition, even if we are able to continue to produce oil and gas, there can be no assurance that we will have the ability to market our oil and gas production. See "—Our inability to access needed equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets and generate significant incremental costs or delays in our oil and natural gas production" below.

35

Our identified potential drilling location inventories are scheduled over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling.

Our management team has specifically identified and scheduled certain potential drilling locations as an estimation of our future multi-year drilling activities on our existing acreage. As of June 30, 2013, approximately 50 of our specifically identified potential future drilling locations were attributed to proved undeveloped reserves in Chile, Colombia and Argentina. These identified potential drilling locations, including those without proved undeveloped reserves, represent a significant part of our growth strategy. In Brazil, we have not yet conducted seismic surveys in the seven concession areas that we will operate following the execution of the applicable concession agreements, which we expect will occur in the third quarter of 2013, to allow us to identify any potential drilling locations; however, we expect such agreements to contain a minimum commitment to drill two wells in total in the three years following their execution.

Our ability to drill and develop these identified potential drilling locations depends on a number of factors, including oil and natural gas prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, the availability of gathering systems, marketing and transportation constraints, refining capacity, regulatory approvals and other factors. Because of the uncertainty inherent in these factors, there can be no assurance that the numerous potential drilling locations we have identified will ever be drilled or, if they are, that we will be able to produce oil or natural gas from these or any other potential drilling locations.

Our business requires significant capital investment and maintenance expenses, which we may be unable to finance on satisfactory terms or at all.

The oil and natural gas industry is capital intensive and we expect to make substantial capital expenditures in our business and operations for the exploration and production of oil and natural gas reserves. We made US$303.5 million and US$147.1 million of capital expenditures for the year ended December 31, 2012 and the first six months of 2013, respectively, and we expect to spend a total of approximately US$200 million to US$230 million to drill a total of 35 to 45 wells in 2013, of which we expect to spend approximately 64% and 36% in Chile and Colombia, respectively. In addition, we expect to spend US$140 million to acquire Rio das Contas in 2013. We have also paid R$10.2 million in license fee payments to the ANP, relating to seven of our eight pending Brazilian concessions.

The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, commodity prices, actual drilling results, the availability of drilling rigs and other equipment and services, and regulatory, technological and competitive developments. In response to improvements in commodity prices, we may increase our actual capital expenditures. We intend to finance our future capital expenditures through cash generated by our operations and potential future financing arrangements. However, our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets.

If our capital requirements vary materially from our current plans, we may require further financing. In addition, we may incur significant financial indebtedness in the future, which may involve restrictions on other financing and operating activities. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place us at a competitive disadvantage. A significant reduction in cash flows from operations or the availability of credit could materially adversely affect our ability to achieve our planned growth and operating results.

36

We are subject to complex laws common to the oil and natural gas industry, which can have a material adverse effect on our business, financial condition and results of operations.

The oil and natural gas industry is subject to extensive regulation and intervention by governments throughout the world, including extensive local, state and federal regulations, in such matters as the award of exploration and production interests, the imposition of specific exploration and drilling obligations, allocation of and restrictions on production, price controls, required divestments of assets and foreign currency controls, and the development and nationalization, expropriation or cancellation of contract rights.

We have been required in the past, and may be required in the future, to make significant expenditures to comply with governmental laws and regulations, including with respect to the following matters:

•

licenses, permits and other authorizations for drilling operations;

•

reports concerning operations;

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compliance with environmental, health and safety laws and regulations;

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drafting and implementing emergency planning;

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plugging and abandonment costs; and

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taxation.

Under these laws and regulations, we could be liable for, among other things, personal injury, property damage, environmental damage and other types of damage. Failure to comply with these laws and regulations may also result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change in ways that could substantially increase our costs. Any such liabilities, obligations, penalties, suspensions, terminations or regulatory changes could have a material adverse effect on our business, financial condition or results of operations.

In addition, the terms and conditions of the agreements under which our oil and gas interests are held generally reflect negotiations with governmental authorities and can vary significantly. These agreements take the form of special contracts, concessions, licenses, associations or other types of agreements. Any suspensions, terminations or regulatory changes in respect of these special contracts, concessions, licenses, associations or other types of agreements could have a material adverse effect on our business, financial condition or results of operations.

Oil and gas operations contain a high degree of risk and we may not be fully insured against all risks we face in our business.

Oil and gas exploration and production is speculative and involves a high degree of risk and hazards. In particular, our operations may be disrupted by risks and hazards that are beyond our control and that are common among oil and gas companies, including environmental hazards, blowouts, industrial accidents, occupational safety and health hazards, technical failures, labor disputes, community protests or blockades, unusual or unexpected geological formations, flooding, earthquakes and extended interruptions due to weather conditions, explosions and other accidents. For example, we recently experienced a well control incident in our Chercán 1 well in the Flamenco Block in Chile. While we were able to bring that incident under control without injuries or environmental damage, there can be no assurance that we will not experience similar or more serious incidents in the future, which could result in damage to, or destruction of, wells or production facilities, personal injury, environmental damage, business interruption, financial losses and legal liability.

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While we believe that we maintain customary insurance coverage for companies engaged in similar operations, we are not fully insured against all risks in our business. In addition, insurance that we do and may carry may contain significant exclusions from and limitations on coverage. We may elect not to obtain certain non-mandatory types of insurance if we believe that the cost of available insurance is excessive relative to the risks presented. The occurrence of a significant event or a series of events against which we are not fully insured and any losses or liabilities arising from uninsured or underinsured events could have a material adverse effect on our business, financial condition or results of operations.

The development schedule of oil and natural gas projects is subject to cost overruns and delays.

Oil and natural gas projects may experience capital cost increases and overruns due to, among other factors, the unavailability or high cost of drilling rigs and other essential equipment, supplies, personnel and oil field services. The cost to execute projects may not be properly established and remains dependent upon a number of factors, including the completion of detailed cost estimates and final engineering, contracting and procurement costs. Development of projects may be materially adversely affected by one or more of the following factors:

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shortages of equipment, materials and labor;

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fluctuations in the prices of construction materials;

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delays in delivery of equipment and materials;

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labor disputes;

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political events;

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title problems;

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obtaining easements and rights of way;

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blockades or embargoes;

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litigation;

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compliance with governmental laws and regulations, including environmental, health and safety laws and regulations;

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adverse weather conditions;

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unanticipated increases in costs;

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natural disasters;

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accidents;

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transportation;

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unforeseen engineering and drilling complications;

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environmental or geological uncertainties; and

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other unforeseen circumstances.

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Any of these events or other unanticipated events could give rise to delays in development and completion of our projects and cost overruns.

For example, the drilling and completion cost for the exploratory well Max x-1 in our Llanos 34 Block in Colombia was originally budgeted at US$9.7 million, but the actual cost of completion was approximately US$12.3 million, mainly due to the need for a side-track of the well after mechanical problems arose during the final phase of drilling.

Delays in the construction and commissioning of projects or other technical difficulties may result in future projected target dates for production being delayed or further capital expenditures being required. These projects may often require the use of new and advanced technologies, which can be expensive to develop, purchase and implement and may not function as expected. Such uncertainties and operating risks associated with development projects could have a material adverse effect on our business, results of operations or financial condition.

Competition in the oil and natural gas industry is intense, which makes it difficult for us to acquire properties and prospects, market oil and natural gas and secure trained personnel.

We compete with the major oil and gas companies engaged in the exploration and production sector, including state-owned exploration and production companies that possess substantially greater financial and other resources than we do for researching and developing exploration and production technologies and access to markets, equipment, labor and capital required to acquire, develop and operate our properties. We also compete for the acquisition of licenses and properties in the countries in which we operate.

Our competitors may be able to pay more for productive oil and natural gas properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. Our competitors may also be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. In addition, there is substantial competition for capital available for investment in the oil and natural gas industry. As a result of each of the foregoing, we may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel or raising additional capital, which could have a material adverse effect on our business, financial condition or results of operations. See "Business—Our competition."

In Chile, we partner with and sell to, and may from time to time compete with, ENAP and, to a lesser extent, some companies with operations in Argentina mentioned below. In Colombia, we partner with and sell to, and may from time to time compete with, Ecopetrol, as well as with privately-owned companies such as Pacific Rubiales, Gran Tierra, Petrominerales, Parex and Canacol, among others. In Brazil, we expect to partner with and sell to, and may from time to time compete with, Petrobras, privately-owned companies such as HRT, QGEP, Brasoil and some of the Colombian companies mentioned above, which have entered into Brazil, among others. In Argentina, we compete for resources with YPF, as well as with privately-owned companies such as Pan American Energy, Pluspetrol, Tecpetrol, Chevron, Wintershall, Total, Sinopec, and others.

Our estimated oil and gas reserves are based on assumptions that may prove inaccurate.

Our oil and gas reserves estimates in Chile, Colombia and Argentina as of December 31, 2012 are based on the D&M Year-end Reserves Report; our oil and gas reserves estimates for certain new discoveries made in Colombia after December 31, 2012, as of June 30, 2013, are based on the D&M Brazil and Colombia

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Reserves Report; and the oil and gas reserves estimates attributable to Rio das Contas in Brazil as of June 30, 2013 are also based on the D&M Brazil and Colombia Reserves Report. Although classified as "proved reserves," the reserves estimates set forth in the D&M Reserves Reports are based on certain assumptions that may prove inaccurate. D&M's primary economic assumptions in estimates included oil and gas sales prices determined according to SEC guidelines, future expenditures and other economic assumptions (including interests, royalties and taxes) as provided by us.

In Brazil, D&M's estimates are also based in part on the assumption that the gas compression facility for the Manati Field will be constructed in 2014.

Oil and gas reserves engineering is a subjective process of estimating accumulations of oil and gas that cannot be measured in an exact way, and estimates of other engineers may differ materially from those set out herein. Numerous assumptions and uncertainties are inherent in estimating quantities of proved oil and gas reserves, including projecting future rates of production, timing and amounts of development expenditures and prices of oil and gas, many of which are beyond our control. Results of drilling, testing and production after the date of the estimate may require revisions to be made. For example, if we are unable to sell our oil and gas to customers, this may impact the estimate of our oil and gas reserves. Accordingly, reserves estimates are often materially different from the quantities of oil and gas that are ultimately recovered, and if such recovered quantities are substantially lower that the initial reserves estimates, this could have a material adverse impact on our business, financial condition and results of operations.

Our inability to access needed equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets and generate significant incremental costs or delays in our oil and natural gas production.

Our ability to market our oil and natural gas production depends substantially on the availability and capacity of processing facilities, oil tankers, transportation facilities (such as pipelines, crude oil unloading stations and trucks) and other necessary infrastructure, which may be owned and operated by third parties. Our failure to obtain such facilities on acceptable terms or on a timely basis could materially harm our business. We may be required to shut in oil and gas wells because access to transportation or processing facilities may be limited or unavailable when needed. If that were to occur, then we would be unable to realize revenue from those wells until arrangements were made to deliver the production to market, which could cause a material adverse effect on our business, financial condition and results of operations. In addition, the shutting in of wells can lead to mechanical problems upon bringing the production back on line, potentially resulting in decreased production and increased remediation costs. The exploitation and sale of oil and natural gas and liquids will also be subject to timely commercial processing and marketing of these products, which depends on the contracting, financing, building and operating of infrastructure by third parties.

In Chile, we transport the crude oil we produce in the Fell Block by truck to ENAP's processing, storage and selling facilities at the Gregorio Refinery. ENAP currently purchases all of the crude oil we produce in Chile. We rely upon the continued good condition, maintenance and accessibility of the roads we use to deliver the crude oil we produce. If the condition of these roads were to deteriorate or if they were to become inaccessible for any period of time, this could delay delivery of crude oil in Chile and materially harm our business. For example, in January 2011, social and labor unrest resulted in the roads to the Gregorio Refinery being closed for two days, and we were unable to deliver crude oil to ENAP.

In the future, once production begins in the Tierra del Fuego Blocks, we will temporarily depend on the existence of continuous ferry service to be able to transport crude oil from the island of Tierra del Fuego

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to the mainland. Ferry service may be adversely affected by weather conditions, in particular by certain combinations of strong winds and tidal currents that may occur, which may adversely affect our ability to deliver the crude oil we produce in Tierra del Fuego. In the Fell Block, we depend on ENAP-owned gas pipelines to deliver the gas we produce to Methanex, the sole purchaser of the gas we produce in Chile. If ENAP's pipelines were unavailable, this could have a materially adverse effect on our ability to deliver and sell our product to Methanex, which could have a material adverse effect on our gas sales. In addition, gas production in some areas in the Tierra del Fuego Blocks and the Otway and Tranquilo Blocks could require us to build a new network of gas pipelines in order for us to be able to deliver our product to market, which could require us to make significant capital investments.

In Colombia, producers of crude oil have suffered from tanker transportation feasibility issues and limited storage capacity, which cause delays in delivery and transfer of title of crude oil. Such capacity issues in Colombia may require us to transport crude from our Colombian operations via truck, which may increase the costs of those operations. Road infrastructure is limited in certain areas in which we operate, and certain communities have used and may continue to use road blockages, which can sometimes interfere with our operations in these areas.

While Brazil has a well-developed network of hydrocarbon pipelines, storage and loading facilities, we may not be able to access these facilities when needed. Pipeline facilities in Brazil are often full and seasonal capacity restrictions may occur, particularly in natural gas pipelines. Our failure to secure transportation or access to pipelines or other facilities once we commence operations in the seven concessions we expect to be awarded in Brazil on acceptable terms or on a timely basis could materially harm our business.

Our use of seismic data is subject to interpretation and may not accurately identify the presence of oil and natural gas.

Even when properly used and interpreted, seismic data and visualization techniques are tools only used to assist geoscientists in identifying subsurface structures as well as eventual hydrocarbon indicators, and do not enable the interpreter to know whether hydrocarbons are, in fact, present in those structures. In addition, the use of seismic and other advanced technologies requires greater pre-drilling expenditures than traditional drilling strategies, and we could incur losses as a result of these expenditures. Because of these uncertainties associated with our use of seismic data, some of our drilling activities may not be successful or economically viable, and our overall drilling success rate or our drilling success rate for activities in a particular area could decline, which could have a material adverse effect on us.

Through our pending Rio das Contas acquisition, we will begin to face operational risks relating to offshore drilling that we have not faced in the past.

To date, we have operated solely as an onshore oil and gas exploration and production company. However, our operations in the Manati Field in Brazil, which we expect to commence following the closing of our Rio das Contas acquisition, will include shallow offshore drilling activity in two concession areas in the Camamu-Almada Basin, which we expect will be operated by Petrobras.

Offshore operations are subject to a variety of operating risks and laws and regulations, including among other things, with respect to environmental, health and safety matters, specific to the marine environment, such as capsizing, collisions and damage or loss from hurricanes or other adverse weather conditions. These conditions can cause substantial damage to facilities and interrupt production. As a result, we could incur substantial liabilities, compliance costs, fines or penalties that could reduce or eliminate the funds available for exploration, development or leasehold acquisitions, or result in loss of equipment and properties. For example, the Manati Field has been subject to administrative infraction notices, which have

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resulted in fines against Petrobras in an aggregate amount of US$12.5 million, all of which are pending a final decision of the Brazilian Institute for the Environment and Natural Renewable Resources (Instituto Brasileiro do Meio-Ambiente e dos Recursos Naturais Renováveis), or IBAMA. Although the administrative fines were filed against Petrobras, as a party to the concession agreement governing the Manati Field, Rio das Contas may be liable up to its participation interest of 10%. See "Business—Health, safety and environmental matters—Other regulation of the oil and gas industry—Brazil."

Additionally, offshore drilling generally requires more time and more advanced drilling technologies, involving a higher risk of technological failure and usually higher drilling costs. Offshore projects often lack proximity to the physical and oilfield service infrastructure, necessitating significant capital investment in flow line infrastructure before we can market the associated oil or gas of a commercial discovery, increasing both the financial and operational risk involved with these operations. Because of the lack and high cost of infrastructure, some offshore reserve discoveries may never be produced economically.

Further, because we will not be the operator of our offshore drilling fields, all of these risks may be heightened since they are outside of our control. Following the closing of our Rio das Contas acquisition, we will obtain a 10% interest in the Manati Field which limits our operating flexibility in such offshore fields. See "—We are not, and may not be in the future, the sole owner or operator of all of our licensed areas and do not, and may not in the future, hold all of the working interests in certain of our licensed areas. Therefore, we may not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated and to an extent, any non-wholly-owned, assets."

We may suffer delays or incremental costs due to difficulties in the negotiations with landowners and local communities where our reserves are located.

Access to the sites where we operate require agreements (including, for example, assessments, rights of way and access authorizations) with the landowners and local communities. If we are unable to negotiate agreements with landowners, we may have to go to court to obtain access to the sites of our operations, which may delay the progress of our operations at such sites. In Chile, for example, we have negotiated the necessary agreements for many of our current operations in the Magallanes Basin. In the Tierra del Fuego Blocks, although we have successfully negotiated access to our sites, any future disputes with landowners or court proceedings may delay our operations in Tierra del Fuego. In Brazil, in the event that recent social unrest continues or intensifies, this may lead to delays or damage relating to our ability to operate the assets we acquire in our pending Brazil Acquisitions.

In Colombia, although we have agreements with many landowners and are in negotiations with others, we expect our costs following current and future negotiations regarding access to our blocks to increase, as the economic expectations of landowners have generally increased, which may delay access to existing or future sites. In addition, the expectations and demands of local communities on oil and gas companies operating in Colombia have increased in the wake of recent changes to the royalty regime in Colombia. As a result, local communities have demanded that oil and gas companies invest in remediating and improving public access roads, compensate them for any damages related to use of such roads and, more generally, invest in infrastructure that was previously paid for with public funds. Due to these circumstances, oil and gas companies in Colombia, including us, are now dealing with increasing difficulties resulting from instances of social unrest, temporary road blockages and conflicts with landowners. For example, during the recent national unrest in Colombia, access to our Llanos 34 Block was blocked by the local community, resulting in our suspension of production for a period of five days.

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There can be no assurance that disputes with landowners and local communities will not delay our operations or that any agreements we reach with such landowners and local communities in the future will not require us to incur additional costs, thereby materially adversely affecting our business, financial condition and results of operations. Local communities may also protest or take actions that restrict or cause their elected government to restrict our access to the sites of our operations, which may have a material adverse effect on our operations at such sites.

Under the terms of some of our various CEOPs, E&P Contracts and concession agreements, we are obligated to drill wells, declare any discoveries and file periodic reports in order to retain our rights and establish development areas. Failure to meet these obligations may result in the loss of our interests in the undeveloped parts of our blocks or concession areas.

In order to protect our exploration and production rights in our license areas, we must meet various drilling and declaration requirements. In general, unless we make and declare discoveries within certain time periods specified in our various CEOPs, Exploration & Production Contracts, or E&P Contracts, and concession agreements, our interests in the undeveloped parts of our license areas may lapse. Should the prospects we have identified under these contracts and agreements yield discoveries, we may face delays in drilling these prospects or be required to relinquish these prospects. The costs to maintain or operate the CEOPs, E&P Contracts and concession agreements over such areas may fluctuate and may increase significantly, and we may not be able to meet our commitments under such contracts and agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas. For example, on January 17, 2013, we voluntarily and formally announced to the Chilean Ministry of Energy our decision not to proceed with the second exploration period and to terminate the exploration phase under the Tranquilo Block CEOP, such that we will have to relinquish all areas of the Tranquilo Block, except for an area of 92,417 gross acres, where we declared four hydrocarbons discoveries. Additionally, on April 10, 2013, we voluntarily and formally announced to the Chilean Ministry of Energy our decision not to proceed with the second exploratory period and to terminate the exploration phase under the Otway Block CEOP, such that we will have to relinquish all areas of the Otway Block, except for two areas totaling 49,421 gross acres in which we have declared hydrocarbons discoveries. See "Business—Our operations—Operations in Argentina—Del Mosquito Block" and "Business—Our operations—Operations in Chile—Otway and Tranquilo Blocks."

For additional detail regarding the status of our operations with respect to our various special contracts and concession agreements, see "Business—Our operations."

A significant amount of our reserves and production have been derived from our operations in one block, the Fell Block.

For the year ended December 31, 2012, the Fell Block contained 61% of our net proved reserves and generated 69% of our total production. While the acquisitions of Winchester, Luna and Cuerva in Colombia and our expansion into Brazil mean that the Fell Block is a less significant component of our overall business than it has been in the past, we nonetheless expect that the Fell Block will continue to be responsible for a significant portion of our reserves and production. In the six-month period ended June 30, 2013, the Fell Block still generated approximately 58% of our total production. Any government intervention, impairment or disruption of our production due to factors outside of our control or any other material adverse event in our operations in the Fell Block would have a material adverse effect on our business, financial condition and results of operations.

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Our contracts in obtaining rights to explore and develop oil and natural gas reserves are subject to contractual expiration dates and operating conditions, and our CEOPs, E&P Contracts and concession agreements are subject to early termination in certain circumstances.

Under certain of the CEOPs, E&P Contracts and concession agreements to which we are or may in the future become parties, we are or may become subject to guarantees to perform our commitments and/or to make payment for other obligations, and we may not be able to obtain financing for all such obligations as they arise. If such obligations are not complied with when due, in addition to any other remedies that may be available to other parties, this could result in cancelation of our CEOPs, E&P Contracts and concession agreements or dilution or forfeiture of interests held by us. As of June 30, 2013, giving effect to our pending Brazil Acquisitions, the aggregate outstanding amount of this potential liability for guarantees was approximately US$110 million, mainly relating to guarantees of our minimum work program for the Tierra del Fuego Blocks and, to a significantly lesser extent, our minimum work programs for the eight Brazilian concession areas.

Additionally, certain of the CEOPs, E&P Contracts and concession agreements to which we are or may in the future become a party are subject to set expiration dates. Although we may want to extend some of these contracts beyond their original expiration dates, there is no assurance that we can do so on terms that are acceptable to us or at all.

In particular, in Chile, our CEOPs provide for early termination by Chile in certain circumstances, depending upon the phase of the CEOP. For example, pursuant to the Fell Block CEOP, under which we are in the exploitation phase, Chile may terminate the CEOP if (i) we stop performing any of the substantial obligations assumed under the Fell Block CEOP without cause and do not cure such nonperformance pursuant to the terms of the concession, following notice of breach or (ii) our oil activities are interrupted for more than three years due to force majeure circumstances (as defined in the Fell Block CEOP). If the Fell Block CEOP is terminated in the exploitation phase, we will have to transfer to Chile, free of charge, any productive wells and related facilities, provided that such transfer does not interfere with our abandonment obligations and excluding certain pipelines and other assets. See "Business—Significant agreements—Chile—CEOPs—Fell Block CEOP." If the CEOP is terminated early due to a breach of our obligations, we may not be entitled to compensation. Additionally, our CEOPs for the Tierra del Fuego Blocks, which are in the exploration phase, may be subject to early termination during this phase under circumstances including a failure by us to comply with minimum work commitments at the termination of any exploration period, a failure to communicate our intention to proceed with the next exploration period 30 days prior to its termination, a failure to provide the Chilean Ministry of Energy requisite performance bonds, a voluntary relinquishment by us of all areas under the CEOP, a failure by us to meet the requirements to enter into the exploitation phase upon the termination of the exploration phase, permanent suspension by us of all operations in the CEOP area or our declaration of bankruptcy. If the Tierra del Fuego Block CEOPs are terminated within the exploration phase, we are released from all obligations under the CEOPs, except for obligations regarding the abandonment of fields, if any. See "Business—Significant agreements—Chile—CEOPs." There can be no assurance that the early termination of any of our CEOPs would not have a material adverse effect on us.

In addition, according to the Chilean Constitution, Chile is entitled to expropriate our rights in our CEOPs for reasons of public interest. Although Chile would be required to indemnify us for such expropriation, there can be no assurance that any such indemnification will be paid in a timely manner or in an amount sufficient to cover the harm to our business caused by such expropriation.

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In Colombia, our E&P Contracts may be subject to early termination for a breach by the parties, a default declaration, application of any of the contracts' unilateral termination clauses or pursuant to termination clauses mandated by Colombian law. Anticipated termination declared by the ANH results in the immediate enforcement of monetary guaranties against us and may result in an action for damages by the ANH and/or a restriction on our ability to engage in contracts with the Colombian government during a certain period of time. See "Business—Significant agreements—Colombia—E&P Contracts."

In Brazil, concession agreements generally may be renewed, at the ANP's discretion, for an additional period equivalent to the original concession period, provided that a renewal request is made at least 12 months prior to the termination of the concession agreement and there has not been a breach of the terms of the concession agreement. Our concession agreements are expected to provide for early termination in the event of: (i) government expropriation for reasons of public interest; (ii) revocation of the concession pursuant the terms of the concession agreement; or (iii) failure by us or our partners to fulfill all of our respective obligations under the concession agreement (subject to a cure period). Administrative or monetary sanctions may also be applicable, as determined by the ANP, which shall be imposed based on applicable law and regulations. In the event of early termination of a concession agreement, the compensation to which we are entitled may not be sufficient to compensate us for the full value of our assets. Moreover, in the event of early termination of any concession agreement due to failure to fulfill obligations thereunder, we may be subject to fines and/or other penalties.

Early termination or nonrenewal of any CEOP, E&P Contract or concession agreement could have a material adverse effect on our business, financial situation or results of operations.

We sell all of our natural gas in Chile to a single customer, which has temporarily idled its principal facility.

For the six-month period ended June 30, 2013, all of our natural gas sales in Chile were made to Methanex under a long-term contract, or Methanex Gas Supply Agreement, which expires on April 30, 2017. Sales to Methanex represented 6.8% of our total revenues for the six-month period ended June 30, 2013. Methanex also buys gas from ENAP and a consortium that Methanex has formed with ENAP. While our contract with Methanex requires it to purchase the entirety of our production of natural gas from the Fell Block, because we currently have no arrangements in place to sell natural gas production from the Fell Block to other clients, if Methanex were to decrease or cease its purchase of gas from us, this would have a material adverse effect on our revenues derived from the sale of gas. In addition, there can be no assurance that we will be able to extend or renew our contract with Methanex past April 30, 2017, which could have a material adverse effect on us.

Methanex had two methanol producing facilities at its Cabo Negro production facility, near the city of Punta Arenas in southern Chile. However, when Argentine natural gas producers cut off exports to Chile in 2007, Methanex had to stop production at all but one of these facilities, and began to rely completely on local suppliers of natural gas, including ENAP, for its operations. Since 2009, however, the amount of natural gas that ENAP has been able to provide to Methanex has been decreasing, as ENAP has given priority to providing natural gas to the city of Punta Arenas. Although we sell all the natural gas we produce in the Fell Block to Methanex, and supplied approximately 50% of all the natural gas consumed by Methanex before the idling of its plant in April 2013, we alone cannot supply Methanex with all the natural gas it requires for its operations.

The plant was idled due to an anticipated insufficient supply of natural gas. The supply of natural gas was expected to decrease during the winter months of 2013 due to the increase in seasonal gas demand from the city of Punta Arenas in the Magallanes region, which gas producers, including GeoPark, gave priority,

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delivering gas to the city through ENAP. Methanex has continued to purchase from us the volume of gas it requires for the plant's operation during the idling, and we have also signed an amendment to the agreement, pursuant to which Methanex will pay us a premium over the current gas price for deliveries at or exceeding certain volumes of gas, in the six months immediately following the Methanex plant's startup, which we have been informed by Methanex will occur during the second half of 2013. See "Business—Marketing and Delivery Commitments—Chile." Methanex is also committed to making investments aimed at lowering its plant's minimum gas requirements during the idling, so that the plant will be able to function with 21.2 mcfpd of gas when it resumes operations.

However, there can be no assurance that Methanex will resume operations during the second half of 2013, that it will continue to purchase the committed volume of gas from us, that the amendment to the Methanex agreement will be signed or that its efforts to reduce the risk of future shutdowns will be successful, which could have a material adverse effect on our gas revenues. Additionally, there can be no assurance that Methanex will have sufficient supplies of gas to operate its plant and continue to purchase our gas production. If Methanex were to cease purchasing from us, there can be no assurance that we would be able to sell our gas production to other parties or on similar terms, which could have a material adverse effect on us.

We may not be able to meet delivery requirements under the agreement for the sale of our natural gas in Chile.

Under the Methanex Gas Supply Agreement, Methanex has committed to purchasing, and we have committed to selling, all of the gas that we produce in the Fell Block (subject to certain exceptions, including reasonable quantities required to maintain our operations and quantities that we might be required to pay in kind to Chile), with a minimum volume commitment that is defined by us on an annual basis. The agreement contains monthly deliver-or-pay, or DOP, obligations, which require us to deliver in a given month the minimum gas committed for that month or pay a deficiency penalty to Methanex, with a threshold of 90% of the committed quantities of gas. The agreement also contains monthly take-or-pay, or TOP, obligations, which require Methanex to take in a given month the minimum gas committed for that month or pay the gas price for the gas not taken, with a threshold of 90% of the committed quantities of gas. The Methanex TOP obligation is triggered only if we commit a monthly delivery over 1.000.000 scmd. These DOP and TOP obligations are subject to make-up provisions without penalty, for any delivery or off-take deficiencies in the three months following the month where delivery or off-take requirements were not met. We failed to meet our delivery requirements under the Methanex Gas Supply Agreement for each of the months of April through December of 2012, and could not recover with make-up gas deliveries. Due to this, we accrued US$1.7 million in DOP payments owed to Methanex under the agreement, all of which had been paid as of June 30, 2013. There can be no assurance that we or Methanex will be able to meet our respective DOP and TOP obligations under the Methanex Gas Supply Agreement or that we will not incur additional deficiency penalties, in the future.

We are not, and may not be in the future, the sole owner or operator of all of our licensed areas and do not, and may not in the future, hold all of the working interests in certain of our licensed areas. Therefore, we may not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated and, to an extent, any non-wholly-owned, assets.

As of the date of this prospectus, we are not the sole owner or operator of the Llanos 17, Llanos 32 and Jagüeyes 3432 A Blocks in Colombia, which represented 7% of our total production as of June 30, 2013. In Brazil, following the closing of our Rio das Contas acquisition, we will not be the sole owner or operator of the BCAM-40 Concession, which represented approximately 23 % of our total production for the six-month

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period ended June 30, 2013 (on a pro forma basis, accounting for our pending Rio das Contas acquisition). Following this acquisition, we will not be the sole owner or operator of approximately 26% of our total production on a pro forma basis, accounting for our pending Rio das Contas acquisition, as of June 30, 2013.

In addition, the terms of the joint venture agreements or association agreements governing our other partners' interests in almost all of the blocks that are not wholly-owned or operated by us require that certain actions be approved by supermajority vote. The terms of our other current or future license or venture agreements may require at least the majority of working interests to approve certain actions. As a result, we may have limited ability to exercise influence over operations or prospects in the blocks operated by our partners, or in blocks that are not wholly-owned or operated by us. A breach of contractual obligations by our partners who are the operators of such blocks could eventually affect our rights in exploration and production contracts in our blocks in Colombia. Our dependence on our partners could prevent us from realizing our target returns for those discoveries or prospects.

Moreover, as we are not the sole owner or operator of all of our properties, we may not be able to control the timing of exploration or development activities or the amount of capital expenditures and may therefore not be able to carry out our key business strategies of minimizing the cycle time between discovery and initial production at such properties. The success and timing of exploration and development activities operated by our partners will depend on a number of factors that will be largely outside of our control, including:

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the timing and amount of capital expenditures;

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the operator's expertise and financial resources;

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approval of other block partners in drilling wells;

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the scheduling, pre-design, planning, design and approvals of activities and processes;

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selection of technology; and

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the rate of production of reserves, if any.

This limited ability to exercise control over the operations on some of our license areas may cause a material adverse effect on our financial condition and results of operations.

LGI, our strategic partner in Chile and Colombia, may sell its interest in our Chilean and Colombian operations to a third party or may not consent to our taking certain actions.

We have a strategic partnership with LGI, which has a 20% equity interest in GeoPark Chile, a 14% direct equity interest in GeoPark TdF (31.2% taking into account direct and indirect participation through GeoPark Chile) and a 20% equity interest in GeoPark Colombia. Our shareholders' agreements with LGI in each of Chile and Colombia provides that we have a right of first offer if LGI decides to sell any of its interest in GeoPark Chile or GeoPark Colombia, respectively. There can be no assurance, however, that we will have the funds to purchase LGI's interest in Chile and/or Colombia and that LGI will not decide to sell its shares to a third party whose interests may not be aligned with ours.

In addition, our shareholders' agreements with LGI in Chile and Colombia contain provisions that require GeoPark Chile and GeoPark Colombia to obtain LGI's consent before undertaking certain actions. For example, under the terms of the shareholders' agreement with LGI in Colombia, LGI must approve GeoPark Colombia's annual budget and work programs and mechanisms for funding any such budget or program, the entering into any borrowings other than those provided in an approved budget or incurred in the ordinary course of business to finance working capital needs, the granting of any guarantee or indemnity to secure liabilities of parties other than those of our Colombian subsidiaries and disposing of any material

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assets other than those provided for in an approved budget and work program. Similarly, in Chile, pursuant to the terms of our shareholders' agreements with LGI, LGI's consent is required in order for GeoPark Chile or GeoPark TdF, as applicable, to be able to take certain actions, including: making any decision to terminate or permanently or indefinitely suspend operations in or surrender our blocks in Chile (other than as required under the terms of the relevant CEOP for such blocks); selling our blocks in Chile to our affiliates; making any change to the dividend, voting or other rights that would give preference to or discriminate against the shareholders of these companies; entering into certain related party transactions; and creating a security interest over our blocks in Chile (other than in connection with a financing that benefits our Chilean subsidiaries).

Additionally, pursuant to our agreements with LGI in Chile, we and LGI have agreed to vote our shares or otherwise cause GeoPark Chile or GeoPark TdF, as the case may be, to declare dividends only after allowing for retentions of cash to meet anticipated future investments, costs and obligations, and pursuant to our agreement with LGI in Colombia, we and LGI have agreed to vote our shares or otherwise cause GeoPark Colombia to declare dividends only after allowing for retentions of cash for approved work programs and budgets and capital adequacy requirements of GeoPark Colombia, working capital requirements, banking covenants associated with any loan entered into by GeoPark Colombia or our other Colombian subsidiaries and operational requirements. Any such inability to obtain a needed consent from LGI, or delays in receiving any such consents, may have an adverse effect on our operations in such countries and our business generally.

Our inability to obtain LGI's consent or a delay by LGI in granting its consent may restrict or delay the ability of GeoPark Chile, GeoPark TdF or GeoPark Colombia to take certain actions, which may have an adverse effect on our operations in such countries and on our business, financial condition and results of operations.

Acquisitions that we have completed and any future acquisitions, strategic investments, partnerships or alliances could be difficult to integrate and/or identify, could divert the attention of key management personnel, disrupt our business, dilute stockholder value and adversely affect our financial results, including impairment of goodwill and other intangible assets.

One of our principal business strategies includes acquisitions of reserves, properties, prospects and leaseholds and other strategic transactions, including in jurisdictions in which we do not currently operate. The successful acquisition and integration of producing properties, including our recent acquisitions of Winchester, Luna and Cuerva in Colombia and our pending Brazil Acquisitions, requires an assessment of several factors, including:

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recoverable reserves;

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future oil and natural gas prices;

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development and operating costs; and

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potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review and the review of advisors and independent reserves engineers will not reveal all existing or potential problems nor will it permit us or them to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves. Inspections may not always be performed on every well, and environmental conditions are not necessarily observable even when an inspection is undertaken. We, advisors or independent reserves engineers may apply different assumptions when assessing the same field. Even when problems are identified, the seller may be unwilling or unable to

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provide effective contractual protection against all or part of the problems. We often are not entitled to contractual indemnification for environmental liabilities and acquire properties on an "as is" basis. Even in those circumstances in which we have contractual indemnification rights for pre-closing liabilities, it remains possible that the seller will not be able to fulfill its contractual obligations. There can be no assurance that problems related to the assets or management of the companies and operations we have acquired, such as in Colombia, and expect to acquire in Brazil, or other companies or operations we may acquire in future, will not arise in future, and these problems could have a material adverse effect on our business, financial condition and results of operations.

Significant acquisitions and other strategic transactions may involve other risks, including:

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diversion of our management's attention to evaluating, negotiating and integrating significant acquisitions and strategic transactions;

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challenge and cost of integrating acquired operations, information management and other technology systems and business cultures with those of ours while carrying on our ongoing business;

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contingencies and liabilities that could not be or were not identified during the due diligence process, including with respect to possible deficiencies in the internal controls of the acquired operations; and

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challenge of attracting and retaining personnel associated with acquired operations.

If we fail to realize the benefits we anticipate from an acquisition, our results of operations may be adversely affected.

It is also possible that we may not identify suitable acquisition targets or strategic investment, partnership or alliance candidates. Our inability to identify suitable acquisition targets, strategic investments, partners or alliances, or our inability to complete such transactions, may negatively affect our competitiveness and growth prospects. Moreover, if we fail to properly evaluate acquisitions, alliances or investments, we may not achieve the anticipated benefits of any such transaction and we may incur costs in excess of what we anticipate.

Future acquisitions financed with our own cash could deplete the cash and working capital available to adequately fund our operations. We may also finance future transactions through debt financing, the issuance of our equity securities, existing cash, cash equivalents or investments, or a combination of the foregoing. Acquisitions financed with the issuance of our equity securities could be dilutive, which could affect the market price of our stock. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flow to principal and interest payments and could subject us to restrictive covenants.

Our pending acquisition of Rio das Contas is subject to ANP approvals.

On May 14, 2013, we agreed to acquire from Panoro all of the quotas issued by Rio das Contas. It is a condition to the closing of the acquisition that required regulatory approvals are obtained, including ANP approvals. However, there can be no assurance that required regulatory approvals will be obtained, and failure to obtain such approvals within nine months from the date of the Rio das Contas Purchase Agreement may result in termination of the agreement subject to our and Panoro's right to extend such nine-month period for an additional three months.

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The present value of future net revenues from our proved reserves will not necessarily be the same as the current market value of our estimated oil and natural gas reserves.

You should not assume that the present value of future net revenues from our proved reserves is the current market value of our estimated oil and natural gas reserves. For the year ended December 31, 2012, we have based the estimated discounted future net revenues from our proved reserves on the 12-month unweighted arithmetic average of the first-day-of-the-month price for the preceding 12 months. For the six-month period ended June 30, 2013, we have based the estimated discounted future net revenues from our proved reserves on the 12-month unweighted arithmetic average of the first-day-of-the-month price for the preceding 12 months. Actual future net revenues from our oil and natural gas properties will be affected by factors such as:

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actual prices we receive for oil and natural gas;

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actual cost of development and production expenditures;

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the amount and timing of actual production; and

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changes in governmental regulations, taxation or the taxation stabilization guarantees in our CEOPs.

The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing and amount of actual future net revenues from proved reserves, and thus their actual value. In addition, the 10% discount factor we use when calculating discounted future net revenues may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

The development of our proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our proved undeveloped reserves ultimately may not be developed or produced.

As of December 31, 2012, only approximately 37% of our net proved reserves have been developed. Development of our undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. Additionally, delays in the development of our reserves or increases in costs to drill and develop such reserves will reduce the Standardized Measure value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves, and may result in some projects becoming uneconomic, causing the quantities associated with these uneconomic projects to no longer be classified as reserves. For example, in Argentina, although we had production in the blocks in which we have a working interest, D&M determined that there were no reserves in these blocks as of December 31, 2012. This was due to the uneconomic status of the reserves, given the proximity to the end of the concessions for these blocks, which does not allow for future capital investment in the blocks. There can be no assurance that we will not experience similar delays or increases in costs to drill and develop our reserves in the future, which could result in further reclassifications of our reserves.

We are exposed to the credit risks of our customers and any material nonpayment or nonperformance by our key customers could adversely affect our cash flow and results of operations.

Our customers may experience financial problems that could have a significant negative effect on their creditworthiness. Severe financial problems encountered by our customers could limit our ability to collect amounts owed to us, or to enforce the performance of obligations owed to us under contractual arrangements.

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The combination of declining cash flows as a result of declines in commodity prices, a reduction in borrowing basis under reserves-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction of our customers' liquidity and limit their ability to make payments or perform on their obligations to us.

Furthermore, some of our customers may be highly leveraged, and, in any event, are subject to their own operating expenses. Therefore, the risk we face in doing business with these customers may increase. Other customers may also be subject to regulatory changes, which could increase the risk of defaulting on their obligations to us. Financial problems experienced by our customers could result in the impairment of our assets, a decrease in our operating cash flows and may also reduce or curtail our customers' future use of our products and services, which may have an adverse effect on our revenues and may lead to a reduction in reserves.

We may not have the capital to develop our unconventional oil and gas resources.

We have identified opportunities for analyzing the potential of unconventional oil and gas resources in some of our blocks in Chile, Colombia and Argentina. Our ability to develop this potential depends on a number of factors, including the availability of capital, seasonal conditions, regulatory approvals, negotiation of agreements with third parties, commodity prices, costs, access to and availability of equipment, services and personnel and drilling results. In addition, as we have no previous experience in drilling and exploiting unconventional oil and gas resources, the drilling and exploitation of such unconventional oil and gas resources depends on our ability to acquire the necessary technology, to hire personnel and other support needed for extraction or to obtain financing and venture partners to develop such activities. Because of these uncertainties, we cannot give any assurance as to the timing of these activities, or that they will ultimately result in the realization of proved reserves or meet our expectations for success.

Our operations are subject to operating hazards, including extreme weather events, which could expose us to potentially significant losses.

Our operations are subject to potential operating hazards, extreme weather conditions and risks inherent to drilling activities, seismic registration, exploration, production, development and transportation and storage of crude oil, such as explosions, fires, car and truck accidents, floods, labor disputes, social unrest, community protests or blockades, guerilla attacks, security breaches, pipeline ruptures and spills and mechanical failure of equipment at our or third party facilities. Any of these events could have a material adverse effect on our exploration and production operations, or disrupt transportation or other process-related services provided by our third party contractors.

We are highly dependent on certain members of our management and technical team, including our geologists and geophysicists, and on our ability to hire and retain new qualified personnel.

The ability, expertise, judgment and discretion of our management and our technical and engineering teams are key in discovering and developing oil and natural gas resources. Our performance and success are dependent to a large extent upon key members of our management and exploration team, and their loss or departure would be detrimental to our future success. In addition, our ability to manage our anticipated growth depends on our ability to recruit and retain qualified personnel. Our ability to retain our employees is influenced by the economic environment and the remote locations of our exploration blocks, which may enhance competition for human resources where we conduct our activities, thereby increasing our turnover rate. There is strong ongoing competition in our industry to hire employees in operational, technical and other areas, and the supply of qualified employees is limited in the regions

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where we operate and throughout South America generally. The loss of any of our executive officers or other key employees of our technical team or our inability to hire and retain new qualified personnel could have a material adverse effect on us.

Unfavorable credit and market conditions, such as the global financial crisis that began in 2008, have affected and could continue to affect negatively the economies of the countries in which we operate and may negatively affect our liquidity, business, and results of operations.

Global financial crises and related turmoil in the global financial system have had, and may continue to have, a negative impact on our business, financial condition and results of operations. The lingering effects on our customers and on us of the global credit crisis that began in 2008, and of financial crises generally, cannot be predicted. Persistent uncertainty in international credit markets, exacerbated by the sovereign debt crises in Europe and the United States, may affect our ability to access the credit or capital markets at a time when we would need financing, which could have an impact on our flexibility to react to changing economic and business conditions. Any of the foregoing factors or a combination of these factors could have an adverse effect on our liquidity, results of operations and financial condition.

We and our operations are subject to numerous environmental, health and safety laws and regulations which may result in material liabilities and costs.

We and our operations are subject to various international, foreign, federal, state and local environmental, health and safety laws and regulations governing, among other things, the emission and discharge of pollutants into the ground, air or water; the generation, storage, handling, use, transportation and disposal of regulated materials; and human health and safety. Our operations are also subject to certain environmental risks that are inherent in the oil and gas industry and which may arise unexpectedly and result in material adverse effects on our business, financial condition and results of operations. Breach of environmental laws, as well as impacts on natural resources and unauthorized use of such resources, could result in environmental administrative investigations and/or lead to the termination of our concessions and contracts. Other potential consequences include fines and/or criminal environmental actions. Additionally, in Colombia, recent rulings have provided that environmental licenses are administrative acts subject to class actions that could eventually result in their cancellation, with potential adverse impacts on our E&P Contracts.

We are required to obtain environmental permits from governmental authorities for our operations, including drilling permits for our wells. We have not been and may not be at all times in complete compliance with these permits and the environmental and health and safety laws and regulations to which we are subject. If we violate or fail to comply with such requirements, we could be fined or otherwise sanctioned by regulators, including through the revocation of our permits or the suspension or termination of our operations. If we fail to obtain, maintain or renew permits in a timely manner or at all (such as due to opposition from partners, community or environmental interest groups, governmental delays or any other reasons) or if we face additional requirements due to changes in applicable laws and regulations, our operations could be adversely affected, impeded, or terminated, which could have a material adverse effect on our business, financial condition or results of operations.

We, as the owner, shareholder or the operator of certain of our past, current and future discoveries and prospects, could be held liable for some or all environmental, health and safety costs and liabilities arising out of our actions and omissions as well as those of our block partners, third-party contractors, predecessors or other operators. To the extent we do not address these costs and liabilities or if we do not otherwise satisfy our obligations, our operations could be suspended, terminated or otherwise adversely affected. We have also contracted with and intend to continue to hire third parties to perform services

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related to our operations. There is a risk that we may contract with third parties with unsatisfactory environmental, health and safety records or that our contractors may be unwilling or unable to cover any losses associated with their acts and omissions. Accordingly, we could be held liable for all costs and liabilities arising out of the acts or omissions of our contractors, which could have a material adverse effect on our results of operations and financial condition.

Releases of regulated substances may occur and can be significant. Under certain environmental laws and regulations applicable to us in the countries in which we operate, we could be held responsible for all of the costs relating to any contamination at our past and current facilities and at any third party waste disposal sites used by us or on our behalf. Pollution resulting from waste disposal, emissions and other operational practices might require us to remediate contamination, or retrofit facilities, at substantial cost. We also could be held liable for any and all consequences arising out of human exposure to such substances or for other damage resulting from the release of hazardous substances to the environment, property or to natural resources, or affecting endangered species or sensitive environmental areas. Environmental laws and regulations also require that wells be plugged and sites be abandoned and reclaimed to the satisfaction of the relevant regulatory authorities. We are currently required to, and in the future may need to, plug and abandon sites in certain blocks in each of the countries in which we operate, which could result in substantial costs.

In addition, we expect continued and increasing attention to climate change issues. Various countries and regions have agreed to regulate emissions of greenhouse gases, or GHGs, including methane (a primary component of natural gas) and carbon dioxide (a byproduct of oil and natural gas combustion). The regulation of GHGs and the physical impacts of climate change in the areas in which we, our customers and the end-users of our products operate could adversely impact our operations and the demand for our products.

Environmental, health and safety laws and regulations are complex and change frequently, and have tended to become increasingly stringent over time. Our costs of complying with current and future climate change, environmental, health and safety laws, the actions or omissions of our partners and third party contractors and our liabilities arising from releases of, or exposure to, regulated substances may adversely affect our results of operations and financial condition. See "Business—Health, safety and environmental matters" and "Industry and regulatory framework."

Legislation and regulatory initiatives relating to hydraulic fracturing and other drilling activities for unconventional oil and gas resources could increase the future costs of doing business, cause delays or impede our plans, and materially adversely affect our operations.

Hydraulic fracturing for unconventional oil and gas resources is a process that involves injecting water, sand, and small volumes of chemicals into the wellbore to fracture the hydrocarbon-bearing rock thousands of feet below the surface to facilitate a higher flow of hydrocarbons into the wellbore. We are contemplating such use of hydraulic fracturing in the production of oil and natural gas from certain reservoirs, especially shale formations. We currently are not aware of any proposals in Chile, Colombia and Argentina to regulate hydraulic fracturing beyond the regulations already in place. However, various initiatives in other countries with substantial shale gas resources have been or may be proposed or implemented to, among other things, regulate hydraulic fracturing practices, limit water withdrawals and water use, require disclosure of fracturing fluid constituents, restrict which additives may be used, or implement temporary or permanent bans on hydraulic fracturing. If any of the countries in which we operate adopts similar laws or regulations, which is something we cannot predict right now, such adoption

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could significantly increase the cost of, impede or cause delays in the implementation of any plans to use hydraulic fracturing for unconventional oil and gas resources.

Our substantial indebtedness could adversely affect our financial health and our ability to raise additional capital, and prevent us from fulfilling our obligations under our existing agreements.

As of June 30, 2013, we had US$301.8 million of total indebtedness outstanding on a consolidated basis, of which US$299.9 million, or 99.4%, was secured. As of June 30, 2013, our annual debt service obligation is approximately US$22.5 million, which includes interest payments under the Notes due 2020. See "Management's discussion and analysis of financial condition and results of operations—Indebtedness."

Our substantial indebtedness could:

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make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing our indebtedness;

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require us to dedicate a substantial portion of our cash flow from operations to the payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes;

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place us at a competitive disadvantage compared to certain of our competitors that have less debt;

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limit our ability to borrow additional funds;

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in the case of our secured indebtedness, lose assets securing such indebtedness upon the exercise of security interests in connection with a default;

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make us more vulnerable to downturns in our business or the economy; and

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limit our flexibility in planning for, or reacting to, changes in our operations or business and the industry in which we operate.

Our Notes due 2020 include a covenant restricting dividend payments. For a description, see "Management's discussion and analysis of financial condition and results of operations—Indebtedness." Furthermore, we expect our Brazilian subsidiary that will acquire Rio das Contas to enter into a R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) loan which will restrict its ability to pay dividends to us when the ratio of its net debt to EBITDA is greater than 2.5. As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.

Similar restrictions could apply to us and our subsidiaries when we refinance or enter into new debt agreements which could intensify the risks described above.

Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.

Although a majority of our net revenues is denominated in U.S. dollars, unfavorable fluctuations in foreign currency exchange rates for certain of our expenses in Chile, Colombia and Argentina could have a material adverse effect on our results of operations. Furthermore, we have not entered, and do not anticipate entering, into derivative transactions to hedge the effect of changes in the exchange rate of

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local currencies to the U.S. dollar. Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period.

In addition, we will be significantly exposed to fluctuations in the real against the U.S. dollar following the completion of our pending Brazil Acquisitions. Rio das Contas's revenues and expenses are denominated in reais, and we intend to enter into an approximately R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) credit facility denominated in reais to finance, in part, our Rio das Contas acquisition. The Brazilian currency has experienced frequent and substantial variations in relation to the U.S. dollar and other foreign currencies. For example, the real was R$1.56 per US$1.00 in August 2008. Following the onset of the crisis in the global financial markets, the real depreciated 31.9% against the U.S. dollar and reached R$2.34 per US$1.00 at the end of 2008. In 2011, the real appreciated against the U.S. dollar, reaching R$1.876 per US$1.00 at the end of 2011. In 2012, however, the real depreciated and on December 31, 2012, the exchange rate was R$2.044 per US$1.00. As of June 30, 2013, the exchange rate was R$2.156 per US$1.00. Depending on the circumstances, either depreciation or appreciation of the real could materially and adversely affect the growth of the Brazilian economy and our business, financial condition and results of operations. See "Exchange rates."

Risks relating to the countries in which we operate

Our operations may be adversely affected by political and economic circumstances in the countries in which we operate and in which we may operate in the future.

All of our current operations are located in South America. For the six-month period ended June 30, 2013, our operations in Chile and Colombia represented 58% and 42%, respectively, of our total production, with our Argentine operations representing less than 0.5% of our total production. Accounting for our pending Brazil Acquisitions, as of June 30, 2013, on a pro forma basis, and accounting for our pending Rio das Contas acquisition, Chile, Colombia and Brazil represented 44%, 32% and 23%, respectively, of our average production during the same period. If local, regional or worldwide economic trends adversely affect the economy of any of the countries in which we have investments or operations, our financial condition and results from operations could be adversely affected.

Oil and natural gas exploration, development and production activities are subject to political and economic uncertainties (including but not limited to changes in energy policies or the personnel administering them), changes in laws and policies governing operations of foreign-based companies, expropriation of property, cancellation or modification of contract rights, revocation of consents or approvals, the obtaining of various approvals from regulators, foreign exchange restrictions, price controls, currency fluctuations, royalty increases and other risks arising out of foreign governmental sovereignty, as well as to risks of loss due to civil strife, acts of war and community-based actions, such as protests or blockades, guerilla activities, terrorism, acts of sabotage, territorial disputes and insurrection. In addition, we are subject both to uncertainties in the application of the tax laws in the countries in which we operate and to possible changes in such tax laws (or the application thereof), each of which could result in an increase in our tax liabilities. These risks are higher in developing countries, such as those in which we conduct our activities.

The main economic risks we face and may face in the future because of our operations in the countries in which we operate include the following:

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difficulties incorporating movements in international prices of crude oil and exchange rates into domestic prices;

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the possibility that a deterioration in Chile's, Colombia's, Argentina's or (once any of our pending Brazil Acquisitions is complete) Brazil's, relations with multilateral credit institutions, such as the IMF, will impact negatively on capital controls, and result in a deterioration of the business climate;

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inflation, exchange rate movements (including devaluations), exchange control policies (including restrictions on remittance of dividends), price instability and fluctuations in interest rates;

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liquidity of domestic capital and lending markets;

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tax policies; and

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the possibility that we may become subject to restrictions on repatriation of earnings from the countries in which we operate in the future.

In addition, our operations in these areas increase our exposure to risks of guerilla activities, social unrest (including in Brazil), local economic conditions, political disruption, civil disturbance, community protests or blockades, expropriation, piracy, tribal conflicts and governmental policies that may: disrupt our operations; require us to incur greater costs for security; restrict the movement of funds or limit repatriation of profits; lead to U.S. government or international sanctions; limit access to markets for periods of time; or influence the market's perception of the risk associated with investments in these countries. Some countries in the geographic areas where we operate have experienced, and may experience in the future, political instability, and losses caused by these disruptions may not be covered by insurance. Consequently, our exploration, development and production activities may be substantially affected by factors which could have a material adverse effect on our results of operations and financial condition.

Our operations may also be adversely affected by laws and policies of the jurisdictions, including Bermuda, Chile, Colombia, Brazil, Argentina, the Netherlands and other jurisdictions in which we do business, that affect foreign trade and taxation, and by uncertainties in the application of, possible changes to (or to the application of) tax laws in these jurisdictions. Changes in any of these laws or policies or the implementation thereof, and uncertainty over potential changes in policy or regulations affecting any of the factors mentioned above or other factors in the future may increase the volatility of domestic securities markets and securities issued abroad by companies operating in these countries, which could materially and adversely affect our financial position, results of operations and cash flows. Furthermore, we may be subject to the exclusive jurisdiction of courts outside the United States or may not be successful in subjecting non-U.S. persons to the jurisdiction of courts in the United States, which could adversely affect the outcome of such dispute.

We depend on maintaining good relations with the respective host governments and national oil companies in each of our countries of operation.

The success of our business and the effective operation of the fields in each of our countries of operation depend upon continued good relations and cooperation with applicable governmental authorities and agencies, including national oil companies such as ENAP and Petrobras. For instance, for the six-month period ended June 30, 2013, 100% of our crude oil and condensate sales in Chile were made to ENAP, the Chilean state-owned oil company, and 30.5% of our crude oil and condensate sales in Colombia were made to Hocol, a subsidiary of Ecopetrol, the Colombian state-owned oil and gas company. If we, the respective host governments and the national oil companies are not able to cooperate with one another, it could have an adverse impact on our business, operations and prospects.

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Oil and natural gas companies in Chile, Colombia, Brazil and Argentina do not own any of the oil and natural gas reserves in such countries.

Under Chilean, Colombian, Brazilian and Argentine law, all onshore and offshore hydrocarbon resources in these countries are owned by the respective sovereign. Although we are the operator of the majority of the blocks and concessions in which we have a working and/or economic interest (or, in the case of Brazil, the concessions in which we expect to acquire an interest following the completion of our pending Brazil Acquisitions) and have the power to make decisions as how to market the hydrocarbons we produce, the Chilean, Colombian, Brazilian and Argentine governments have full authority to determine the rights, royalties or compensation to be paid by or to private investors for the exploration or production of any hydrocarbon reserves located in their respective countries.

Under the Chilean Constitution, the state is the exclusive owner of all mineral and fossil substances, including hydrocarbons, regardless of who owns the land on which the reserves are located. The exploration and exploitation of hydrocarbons may be carried out by the state, companies owned by state or private persons through administrative concessions granted by the President of Chile by Supreme Decree or by CEOPs executed by the Minister of Energy. Hydrocarbon exploration and exploitation activities are regulated by the Chilean Ministry of Energy. In Chile, a participant is granted rights to explore and exploit certain assets under a CEOP. Although the government cannot unilaterally modify or terminate the rights granted in the CEOP once it is signed, if a participant fails to complete certain obligations under a CEOP, such participant may lose the right to exploit certain areas or may be required to return all or a portion of the awarded areas back to Chile.

In Colombia, oil and natural gas companies have acquired the exclusive right to explore, develop and produce reserves discovered within certain concession areas, pursuant to concession agreements awarded by the Colombian government through the ANH or, prior to 2004, entered into with Ecopetrol. However, a concessionaire owns only the oil and natural gas that it extracts under the concession agreements to which it is a party. If the Colombian government were to restrict or prevent concessionaires, including us, from exploiting these oil and natural gas reserves, or otherwise interfere with our exploration through regulations with respect to restrictions on future exploration and production, price controls, export controls, foreign exchange controls, income taxes, expropriation of property, environmental legislation or health and safety, this could have a material adverse effect on our business, financial condition and results of operations.

Additionally, we are dependent on receipt of Colombian government approvals or permits to develop the concessions we hold in Colombia. There can be no assurance that future political conditions in Colombia will not result in the Colombian government adopting different policies with respect to foreign development and ownership of oil, environmental protection, health and safety or labor relations. This may affect our ability to undertake exploration and development activities in respect of present and future properties, as well as our ability to raise funds to further such activities. Any delays in receiving Colombian government approvals, permits or no objection certificates may delay our operations or may affect the status of our contractual arrangements or our ability to meet contractual obligations.

Pursuant to Article 20 of the Brazilian Constitution and Article 3 of Law No. 9,478, dated as of August 6, 1997, as amended, or the Brazilian Petroleum Law, oil, natural gas and hydrocarbon reserves located within the Brazilian territory, which encompasses onshore and offshore reserves, as well as deposits in the Brazilian continental shelf, territorial waters and exclusive economic zone, are considered assets of the Brazilian government. Therefore, the concessionaire owns only the oil and natural gas that it produces under the concession agreements. Oil and natural gas companies in Brazil acquire the exclusive right to

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explore, develop and produce reserves discovered within certain concession areas pursuant to concession agreements awarded by the Brazilian government. However, if the Brazilian government were to restrict or prevent concessionaires, including us, from exploiting these oil and natural gas reserves, or interfere in the sale or transfer of the production, our ability to generate income would be materially adversely affected, which would have a material adverse effect on our business, financial condition and results of operations.

Companies in the Brazilian oil and natural gas industry also rely primarily on the public auction process regulated by the ANP to acquire rights to explore oil and natural gas reserves. While the ANP may offer concessions in certain basins in future bidding rounds, there is a risk that future bidding rounds may not take place or that they do not include desirable locations, since they are conducted by and under the Brazilian government's discretion, which could have a material adverse effect on our business, expected results of operations and financial condition.

In Argentina, jurisdiction over oil and gas activities is now largely vested in the same provincial states who own the relevant underground oil and gas resources. The Federal Executive Branch is still empowered to design and rule federal energy policy and to rule on domestic inter-jurisdictional and international oil and gas transportation concessions and has, for example, imposed measures controlling oil and gas investments in the provincial states. Private companies must obtain exploration permits or exploitation concessions from the provincial states or otherwise enter into certain types of joint venture or association agreements with provincial state-owned oil and gas companies in order to undertake exploration and production activities onshore, and must enter into certain types of joint venture or association agreements with the federally-owned oil and gas company, ENARSA, to undertake these activities offshore. Additionally, whereas until 2012, exploration permit and exploitation concession holders had the right to freely dispose of and market up to 70% of the production they generated, on July 28th, 2012, the publication of Presidential Decree 1277/2012 abrogated this right. As of June 30, 2013, our production in Argentina represented less than 0.5% of our total production, though recent regulations affecting the oil and gas industry in Argentina may have an adverse impact on our business, operations and prospects in Argentina.

Oil and gas operators are subject to extensive regulation in the countries in which we operate.

In Chile, rights to exploration and exploitation of a particular area are established in a CEOP. According to article 19, No 24 of the Chilean Constitution, the President of Chile has the power to determine the terms and conditions for the granting of a particular CEOP. In addition, the CEOP is subject to extensive supervision by the government through the Chilean Ministry of Energy. The President of Chile may also decide to terminate a CEOP early, though with compensation to the counterparty, and only if the relevant area is located within an area declared relevant for national security reasons.

Although the government of Chile cannot unilaterally modify the rights granted in the CEOP once it is signed, exploration and exploitation are nonetheless subject to significant government regulations, such as regulations concerning the environment, tort liability, health and safety and labor, all of which have an impact on our business and operations. Changes in laws and regulations could have an adverse effect on the costs and timing of our operations. For example, in November 2012, the government approved new regulations governing the abandonment of oilfield operations that would require us to obtain prior approval for new oil wells and could also require us to post a bond in connection with the abandonment or closure of an oil well.

The Colombian hydrocarbons industry is subject to extensive regulation and supervision by the government in matters such as the environment, tort liability, health and safety, labor, the award of exploration and production contracts by the ANH, the imposition of specific drilling and exploration obligations, taxation, foreign currency controls, price controls, capital expenditures and required divestments. Existing Colombian

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regulation applies to virtually all aspects of our concessions or E&P Contracts in Colombia. The terms and conditions of the agreements with the ANH generally reflect negotiations with the ANH and other Colombian governmental authorities, and may vary by fields, basins and hydrocarbons discovered.

We are required, as are all oil companies undertaking exploratory and production activities in Colombia, to pay a percentage of our expected production to the Colombian government as royalties. The Colombian government has modified the royalty program for oil and natural gas production several times in the last 20 years, as it has modified the regime regulating new contracts entered into with the Colombian government. The royalty regime for contracts being entered into today for oil is tied to a scale ring-fenced by field starting at 8% for production of up to 5,000 mbopd and increases up to 25% for production above 600,000 mbopd. Royalties for natural gas production of onshore blocks where our assets are located, range between 8% and 25%. There are new regulations which the Colombian government is currently issuing which once again amend royalty payment levels for new contracts. These changes and other future changes could have a material adverse effect on our financial condition or expected results of operations.

In Brazil, the oil and natural gas industry is subject to extensive regulation and intervention by the Brazilian government in such matters as the award of exploration and production interests, taxation and foreign currency controls. Ultimately, those regulations may also address restrictions on production, price controls, mandatory divestments of assets and nationalization, expropriation or cancellation of contractual rights.

Under these laws and regulations, there is potential liability for personal injury, property damage and other types of damages. Failure to comply with these laws and regulations also may result in the suspension or termination of operations or our being subjected to administrative, civil and criminal penalties, which could have a material adverse effect on our financial condition and expected results of operations. We expect to also operate in a consortium in some of our concessions, which, under the Brazilian Petroleum Law, establishes joint and strict liability among consortium members. If the operator does not maintain the appropriate licenses, the consortium may suffer administrative penalties, including fines of R$10 to R$500 million.

In addition, the local content policy, which is a contractual requirement in a Brazilian concession agreements, has become a significant issue for oil and natural gas companies operating in Brazil given the penalties related with breaches thereof. The local content requirement will also apply to the production sharing contract regime. See "Industry and regulatory framework—Brazil."

The Argentine hydrocarbons industry is also extensively regulated both by federal and provincial state regulations in matters including the award of exploration permits and exploitation concessions, investment, royalty, canon, price controls, export restrictions and domestic market supply obligations. The terms of our exploitation concessions are embodied in Decrees and Administrative Decisions issued by the Federal Executive Power and incorporate statutory rights and obligations provided under the Hydrocarbons Law. The federal government is further empowered to design and implement federal energy policy and to rule on domestic inter-jurisdictional and international oil and gas transportation concessions, and has used these powers to establish export restrictions and duties, induce private companies to enter into price stability agreements with the government or otherwise impose price control regulations or create incentive programs to promote increased production. Jurisdictional controversies among the federal government and the provincial states are not uncommon.

Significant expenditures may be required to ensure our compliance with governmental regulations, including, without limitation, in respect of: licenses for drilling operations, environmental matters, drilling

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bonds, reports concerning operations, the spacing of wells, unitization of oil and natural gas accumulations, local content policy and taxation.

Governmental actions in the countries in which we operate and in which we may operate in the future may adversely affect our financial condition and results of operations.

Our financial condition and results of operations may be negatively affected by actions taken by the Chilean, Colombian, Brazilian and Argentine governments concerning the economy, including actions aimed at targeting inflation, interest rates, oil and gas price controls, foreign exchange controls and taxes.

Brazil has in the past periodically experienced extremely high rates of inflation. As measured by the National Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo), Brazil had annual rates of inflation of 5.9% in 2010, 6.5% in 2011, 5.8% in 2012 and 3.15% for the six-month period ended June 30, 2013. Brazil may experience high levels of inflation in the future. Periods of higher inflation may slow the rate of growth of the Brazilian economy. Although the long-term off-take contract covering gas production in the Manati Field is indexed to inflation, inflation is likely to increase some of our costs and expenses, and, as a result, may reduce our profit margins and net income. Inflationary pressures could also lead to counter-inflationary prices that may harm our business. Any decline in our expected net sales or net income could lead to a deterioration in our financial condition.

In Argentina, since 2001, the Argentine government has imposed and expanded upon exchange controls and restrictions on the transfer of U.S. dollars outside of Argentina, which substantially limit the ability of companies to retain foreign currency or make payments abroad. These and other measures have led the AR$/US$ exchange rate to differ substantially from the official foreign exchange rate in Argentina. If the Argentine government decides once again to tighten the restrictions on the transfer of funds, we may be unable to make payments related to the import of products and services, which could have a material adverse effect on us.

Additionally, the Argentine government expropriated 51% of YPF's capital stock owned by Repsol YPF of Spain, and 51% of the capital stock of Repsol YPF Gas owned by Repsol Butano.

There can be no assurance that future economic, social and political developments in the countries in which we operate currently or in the future, which are out of our control, may impair our business, financial condition and results of operations.

Our operations may be affected by tax reforms in the countries in which we operate and in which we may operate in the future.

Our operations may be affected by changes in tax laws in the countries in which we operate and in which we may operate in the future. For example, on December 26, 2012, the Colombian Congress approved a number of tax reforms. These changes include, among other things, VAT rate consolidation, a reduction in corporate income tax, changes to transfer pricing rules, the creation of a new corporate income tax to pay for health, education and family care issues, modifications in individual income tax, new "thin capitalization" rules and a reduction of social contributions paid by certain employees. The implementation of such tax reforms requires further administrative regulation. Although, as of the date of this prospectus, we cannot estimate the full impact of these recent tax reforms on our Colombian operations, there can be no assurance that these tax reforms will not have an adverse impact on our revenues and results of operations in Colombia.

In Brazil, the Brazilian government frequently implements changes to tax and social security regimes that may affect us and our customers. These changes include changes in prevailing tax and contribution rates and, occasionally, enactment of temporary taxes, the proceeds of which are earmarked for designated

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governmental purposes. Some of these changes may result in increases in our tax payments, which could materially adversely affect our profitability and increase the prices of our products and services, restrict our ability to do business in our existing and target markets and cause our results of operations to suffer. There can be no assurance that we will be able to maintain our projected cash flow and profitability following any increase in Brazilian taxes applicable to us and to our operations.

Colombia has experienced and continues to experience internal security issues that have had or could have a negative effect on the Colombian economy.

Colombia has experienced internal security issues, primarily due to the activities of guerrillas, including the Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia), or the FARC, paramilitary groups and drug cartels. In the past, guerrillas have targeted the crude oil pipelines, including the Oleoducto Transandino, Caño Limón-Coveñas and Ocensa pipelines, and other related infrastructure disrupting the activities of certain oil and natural gas companies. On several occasions guerilla attacks have resulted in unscheduled shut-downs of the transportation systems in order to repair damaged sections and undertake clean-up activities. These activities, their possible escalation and the effects associated with them have had and may have in the future a negative impact on the Colombian economy or on our business, which may affect our employees or assets. In the context of the political instability, allegations have been made against members of the Colombian Congress and against government officials for possible ties with guerilla groups. This situation may have a negative impact on the credibility of the Colombian government, which could in turn have a negative impact on the Colombian economy or on our business in the future.

The Colombian government commenced peace talks with the FARC in August 2012. Our business, financial condition and results of operations could be adversely affected by rapidly changing economic or social conditions, including the Colombian government's response to current peace negotiations which may result in legislation that increases our tax burden or that of other Colombian companies. Tensions with neighboring countries may affect the Colombian economy and, consequently, our results of operations and financial condition.

In addition, from time to time, community protests and blockades may arise near our operations in Colombia, which could adversely affect our business, financial condition or results of operations.

Our operations may be adversely affected by political and economic circumstances in Argentina.

Some of our current operations and management offices are located in Argentina. If local political or economic trends adversely affect the Argentine economy, our financial condition and results from operations could be adversely affected. In particular, we face risks in Argentina related to the following: restrictions on Argentina's energy supplies and an inadequate governmental response to such restrictions, which could negatively affect Argentina's economic activity; social and political tensions and the governmental response to such tensions; requirements of the Federal General Environmental Law, which requires persons who carry out activities that are potentially hazardous to the environment to obtain insurance; and tax implications under Argentine law with respect to our incorporation in Bermuda, which may subject our Argentine subsidiaries to higher tax rates.

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Risks related to the offering and our common shares

There has been no prior public market in the United States for our common shares, and an active, liquid and orderly trading market for our common shares may not develop or be maintained in the United States, which could limit your ability to sell our common shares.

There has been no public market in the United States for our common shares prior to this offering. Although we intend to apply to list our common shares on the NYSE, an active U.S. public market for our common shares may not develop or be sustained after this offering. If an active market does not develop, you may experience difficulty selling the common shares that you purchase in this offering. The initial public offering price for our common shares will be determined by negotiations between us and the underwriters and may not be indicative of the market price at which our common shares will trade after this offering. In particular, you may be unable to resell your common shares at or above the initial public offering price.

The following factors could affect our stock price:

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our operating and financial performance and identified potential drilling locations, including reserve estimates;

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quarterly variations in the rate of growth of our financial indicators, such as net income per common share, net income and revenues;

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changes in revenue or earnings estimates or publication of reports by equity research analysts;

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speculation in the press or investment community;

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sales of our common shares by us or stockholders, or the perception that such sales may occur;

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general market conditions, including fluctuations in commodity prices; and

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domestic and international economic, legal and regulatory factors unrelated to our performance.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common shares.

Our common share price may be highly volatile after the offering and, as a result, you could lose a significant portion or all of your investment.

Since 2006, our common shares have been admitted to the AIM and, since 2009, our common shares have been admitted to trade on the Santiago Offshore Stock Exchange (Bolsa Off-Shore de la Bolsa de Comercio de Santiago) in Chile. However, we intend to cancel admission of our common shares from the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE. The market price of the common shares on the NYSE may fluctuate after listing as a result of several factors, including the following:

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variations in our quarterly operating results;

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volatility in our industry, the industries of our customers and the global securities markets;

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changes in government regulations;

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changes in our dividend policy;

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risks relating to our business and industry, including those discussed above;

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strategic actions by us or our competitors;

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adverse judgments or settlements obligating us to pay damages;

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actual or expected changes in our growth rates or our competitors' growth rates;

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investor perception of us, the industry in which we operate, the investment opportunity associated with our common shares and our future performance;

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adverse media reports about us or our directors and officers;

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addition or departure of our executive officers;

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changes in financial estimates or publication of research reports by analysts regarding our common shares, other comparable companies or our industry generally;

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any lack of coverage of our company by securities analysts after this offering;

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trading volume of our common shares;

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sales of our common shares by us or our shareholders;

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future issuances of our common shares or other securities;

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terrorist acts;

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domestic and international economic, legal and regulatory factors unrelated to our performance; and

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the release or expiration of lock-up or other transfer restrictions on our outstanding common shares.

Furthermore, the stock markets recently have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions, such as recessions or interest rate changes, may cause the market price of our common shares to decline. If the market price of our common shares after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

New investors in our common shares will experience immediate and substantial book value dilution after this offering.

The initial public offering price of our common shares will be substantially higher than the pro forma net tangible book value per share of the outstanding common shares immediately after the offering. Based on an assumed initial public offering price of US$               per share (the midpoint of the price range set forth on the cover of this prospectus) and our net tangible book value as of June 30, 2013, if you purchase our common shares in this offering you will pay more for your common shares than the amounts paid by our existing stockholders for their common shares, and you will suffer immediate dilution of approximately US$              per share in pro forma net tangible book value. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the common shares purchased in this offering in the event of a liquidation.

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We also have approximately 2,658,600 outstanding stock awards with exercise prices that are below the assumed initial public offering price of the common shares. To the extent that these options are exercised, there will be further dilution.

We have never declared or paid, and do not intend to pay in the foreseeable future, cash dividends on our common shares, and, consequently, your only opportunity to achieve a return on your investment is if the price of our stock appreciates.

We have never paid, and do not intend to pay in the foreseeable future, cash dividends on our common shares. Any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors and our shareholders, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors.

We are also subject to Bermuda legal constraints that may affect our ability to pay dividends on our common shares and make other payments. Under the Bermuda Companies Act, we may not declare or pay a dividend if there are reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due or that the realizable value of our assets would thereafter be less than our liabilities.

Consequently, your only opportunity to achieve a return on your investment in us will be if the market price of our common shares appreciates, which may not occur, and you sell your common shares at a profit. There is no guarantee that the price of our common shares that will prevail in the market after this offering will ever exceed the price that you pay.

We are a holding company dependent upon dividends from our subsidiaries, which may be limited by law and by contract from making distributions to us, which would affect our ability to pay dividends on the common shares.

As a holding company, our only material assets are our cash on hand, the equity interests in our subsidiaries and other investments. Our principal source of revenues and cash flow is distributions from our subsidiaries. Thus, our ability to pay dividends on the common shares will be contingent upon the financial condition of our subsidiaries. Our subsidiaries are and will be separate legal entities, and although they may be wholly-owned or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise. The ability of our subsidiaries to distribute cash to us is also subject to, among other things, restrictions that are contained in our and our subsidiaries' financing (including our Notes due 2020 and GeoPark Brazil's expected loan to finance Rio das Contas) and joint venture agreements (principally our agreements with LGI), availability of sufficient funds in such subsidiaries and applicable state laws and regulatory restrictions. Claims of creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and stockholders. To the extent the ability of our subsidiaries to distribute dividends or other payments to us could be limited in any way, our business, financial condition and results of operations, as well as our ability to pay dividends on the common shares, could be materially adversely affected.

Additionally, we may not be able to fully control the operations and the assets of our joint ventures and we may not be able to make major decisions or take timely actions with respect to our joint ventures unless our joint venture partners agree. For example, we have entered into shareholder agreements with LGI in Chile and Colombia that limit the amount of dividends that can be declared or returned to us, certain aspects related to the management of our Chilean and Colombian businesses, the incurrence of indebtedness, liens and our ability to sell certain assets. See "—Risks relating to the countries in which we operate—LGI, our strategic partner in Chile and Colombia, may sell its interest in our Chilean and

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Colombian operations to a third party or may not consent to our taking certain actions." We may, in the future, enter into other joint venture agreements imposing additional restrictions on our ability to pay dividends.

Sales of substantial amounts of our common shares in the public market, or the perception that these sales may occur, could cause the market price of our common shares to decline.

We may issue additional common shares or convertible securities in the future, for example, to finance potential acquisitions of assets, which we intend to continue to pursue. Sales of substantial amounts of our common shares in the public market, or the perception that these sales may occur, could cause the market price of our common shares to decline. This could also impair our ability to raise additional capital through the sale of our equity securities. Under our memorandum of association, we are authorized to issue up to 5,171,949,000 common shares, of which                           common shares will be outstanding following this offering. We have agreed with J.P. Morgan Securities LLC, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 180-day period following the date of this prospectus. In the future, we may also issue our common shares in connection with investments or acquisitions. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and issuances of shares would have on the market price of our common shares.

Provisions of the Notes due 2020 could discourage an acquisition of us by a third party.

Certain provisions of the Notes due 2020 could make it more difficult or more expensive for a third party to acquire us, or may even prevent a third party from acquiring us. For example, upon the occurrence of a fundamental change, holders of the Notes due 2020 will have the right, at their option, to require us to repurchase all of their notes at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest (including any additional amounts, if any) to the date of purchase. By discouraging an acquisition of us by a third party, these provisions could have the effect of depriving the holders of our common shares of an opportunity to sell their common shares at a premium over prevailing market prices.

Insiders will continue to have substantial control over us after this offering and could limit your ability to influence the outcome of key transactions, including a change of control.

Gerald E. O'Shaughnessy, James F. Park, Juan Cristóbal Pavez and Steven J. Quamme will control approximately         % of the outstanding shares of our common shares after this offering. As a result, these shareholders, if acting together, would be able to influence or control matters requiring approval by our shareholders, including the election of directors and the approval of amalgamations, mergers or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. The concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common shares as part of a sale of our company and might ultimately affect the market price of our common shares.

As a foreign private issuer, we are subject to different U.S. securities laws and NYSE governance standards than domestic U.S. issuers. This may afford less protection to holders of our common shares, and you may not receive corporate and company information and disclosure that you are accustomed to receiving or in a manner in which you are accustomed to receiving it.

As a foreign private issuer, the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange

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Act. Although we intend to report quarterly financial results and report certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence and our quarterly or current reports may contain less information than required under U.S. filings. In addition, we are exempt from the Section 14 proxy rules, and proxy statements that we distribute will not be subject to review by the SEC. Our exemption from Section 16 rules regarding sales of common shares by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Securities Exchange Act. As a result, you may not have all the data that you are accustomed to having when making investment decisions. For example, our officers, directors and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder with respect to their purchases and sales of our common shares. The periodic disclosure required of foreign private issuers is more limited than that required of domestic U.S. issuers and there may therefore be less publicly available information about us than is regularly published by or about U.S. public companies. See "Where you can find additional information."

As a foreign private issuer, we will be exempt from complying with certain corporate governance requirements of the NYSE applicable to a U.S. issuer, including the requirement that a majority of our board of directors consist of independent directors. As the corporate governance standards applicable to us are different than those applicable to domestic U.S. issuers, you may not have the same protections afforded under U.S. law and the NYSE rules as shareholders of companies that do not have such exemptions.

We are an "emerging growth company," and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

We are an "emerging growth company," as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies," including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. We cannot predict if investors will find our common shares less attractive because we will rely on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to "opt out" of such extended transition period, and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

The requirements of being a public company may increase our costs and disrupt the regular operations of our business.

This offering will have a significant transformative effect on us. We expect to incur significant legal, accounting, reporting and other expenses as a result of having publicly traded common shares. We will also incur costs which we have not incurred previously, including, but not limited to, costs and expenses

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for directors' fees, increased directors and officers insurance, investor relations, and various other costs of a public company.

We also anticipate that we will incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as rules implemented by the SEC and NYSE. We expect these rules and regulations to increase our legal and financial compliance costs and make some management and corporate governance activities more time-consuming and costly, particularly after we are no longer an "emerging growth company." These rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. This could have an adverse impact on our ability to recruit and bring on a qualified independent board.

The additional demands associated with being a public company may disrupt regular operations of our business by diverting the attention of some of our senior management team away from revenue producing activities to management and administrative oversight, adversely affecting our ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing our businesses. Any of these effects could harm our business, financial condition and results of operations.

For as long as we are an "emerging growth company," our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We could be an emerging growth company for up to five years. See "Prospectus summary—Implications of being an Emerging Growth Company." Furthermore, after the date we are no longer an emerging growth company, our independent registered public accounting firm will only be required to attest to the effectiveness of our internal control over financial reporting depending on our market capitalization. Even if our management concludes that our internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to attest to our management's assessment or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our share price.

There are regulatory limitations on the ownership and transfer of our common shares which could result in the delay or denial of any transfers you might seek to make.

The Bermuda Monetary Authority, or the BMA, must specifically approve all issuances and transfers of securities of a Bermuda exempted company like us unless it has granted a general permission. We are able to rely on a general permission from the BMA to issue our common shares, and to freely transfer of our common shares as long as the common shares are listed on the NYSE and/or other appointed stock exchange (including the AIM), to and among persons who are non-residents of Bermuda for exchange control purposes. Any other transfers remain subject to approval by the BMA and such approval may be denied or delayed.

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We are a Bermuda company, and it may be difficult for you to enforce judgments against us or against our directors and executive officers.

We are incorporated as an exempted company under the laws of Bermuda and substantially all of our assets are located in Chile, Colombia, Argentina and, pending the completion of our Brazil Acquisitions, Brazil. In addition, most of our directors and executive officers reside outside the United States and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us, or to recover against us on judgments of U.S. courts, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violation of U.S. federal securities laws because these laws have no extraterritorial application under Bermuda law and do not have force of law in Bermuda. However, a Bermuda court may impose civil liability, including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law.

We have been advised by Cox Hallett Wilkinson Limited, our Bermuda counsel, that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a United States judgment would be enforceable in Bermuda against us or our directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law.

In addition, and irrespective of jurisdictional issues, the Bermuda courts will not enforce a U.S. federal securities law that is either penal or contrary to Bermuda public policy. It is the advice of Cox Hallett Wilkinson Limited that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, will not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, would not be available under Bermuda law or enforceable in a Bermuda court, as they would be contrary to Bermuda public policy.

Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.

Our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As a Bermuda company, we are governed by our memorandum of association and bye-laws and Bermuda company law. The provisions of the Bermuda Companies Act, which applies to us, differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Set forth below is a summary of these provisions, as well as modifications adopted pursuant to our bye-laws, which differ in certain respects from provisions of Delaware corporate law. Subject to the approval of the shareholders, we propose to adopt new bye-laws, or our New Bye-laws, subject to, and with effect from the date on which the company cancels admission of its common shares on the AIM. We have also summarized, where applicable, any modifications which will be adopted pursuant to the new Bye-laws, to the extent that such modifications are different to those adopted pursuant to our current bye-laws. Because the following

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statements are summaries, they do not discuss all aspects of Bermuda law that may be relevant to us and our shareholders.

Interested Directors.    Under our bye-laws and the Bermuda Companies Act, a director shall declare the nature of his interest in any contract or arrangement with the company. Our bye-laws further provide that a director so interested shall not, except in particular circumstances, be entitled to vote or be counted in the quorum at a meeting in relation to any resolution in which he has an interest, which is to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the company). In addition, the director will not be liable to us for any profit realized from the transaction. This provision is also included in the New Bye-laws. In contrast, under Delaware law, such a contract or arrangement is voidable unless it is approved by a majority of disinterested directors or by a vote of shareholders, in each case if the material facts as to the interested director's relationship or interests are disclosed or are known to the disinterested directors or shareholders, or such contract or arrangement is fair to the corporation as of the time it is approved or ratified. Additionally, such interested director could be held liable for a transaction in which such director derived an improper personal benefit.

Amalgamations, Mergers and Similar Arrangements.    Pursuant to the Bermuda Companies Act, the amalgamation or merger of a Bermuda company with another company or corporation requires the amalgamation or merger agreement to be approved by the company's board of directors and by its shareholders. Shareholder approval is not required where (i) the holding company and one or more of its wholly-owned subsidiary companies amalgamate or merge or (ii) two or more wholly-owned subsidiary companies of the same holding company amalgamate or merge. Save for such "short-form" amalgamations or mergers, unless the company's bye-laws provide otherwise, the approval of 75% of the shareholders voting at such meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or representing more than one-third of the issued shares of the company. Our bye-laws provide that an amalgamation that has been approved by the board must also be approved by our shareholders by Special Resolution, which under our bye-laws means a resolution passed by a majority of the shareholders who (being entitled to do so) vote in person or by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been given. Our bye-laws do not contain provisions relating to mergers and a merger would therefore require the approval of 75% of the shareholders voting at the meeting, as required by the Bermuda Companies Act. Under the New Bye-laws, an amalgamation or merger will require the approval of our board of directors and of our shareholders by Special Resolution, which under the New Bye-laws means a resolution adopted by 65% of more of the votes cast by shareholders who (being entitled to do so) vote in person or by proxy at any general meeting of the shareholders in accordance with the provisions of the New Bye-laws. Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder of the Bermuda company who is not satisfied that fair value has been offered for such shareholder's shares may, within one month of notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the fair value of those shares. Under Delaware law, with certain exceptions, a merger, consolidation or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the issued and outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.

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Shareholders' Suit.    Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company's memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of the company's shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply under the Bermuda Companies Act for an order of the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Our bye-laws contain a provision by virtue of which we and our shareholders waive any claim or right of action that they have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer. The New Bye-laws also contain this provision. Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys' fees incurred in connection with such action.

Indemnification of Directors.    We may indemnify our directors and officers in their capacity as directors or officers for any loss arising or liability attaching to them by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which a director or officer may be guilty in relation to the company other than in respect of his own fraud or dishonesty. Our bye-laws provide that we shall indemnify our officers and directors in respect of their acts and omissions, except in respect of their fraud or dishonesty, and (by incorporation of the provisions of the Bermuda Companies Act) that we may advance moneys to our officers and directors for the costs, charges and expenses incurred by our officers and directors in defending any civil or criminal proceedings against them on condition that the directors and officers repay the moneys if any allegations of fraud or dishonesty is proved against them. The New Bye-laws also include similar provisions. Under Delaware law, a corporation may indemnify a director or officer of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of an action, suit or proceeding by reason of such position if such director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful. In addition, we have entered into customary indemnification agreements with our directors.

As a result of these differences, investors could have more difficulty protecting their interests than would shareholders of a corporation incorporated in the United States.

We may become subject to taxes in Bermuda after March 31, 2035, which may have a material adverse effect on our results of operations.

Under current Bermuda law, we are not subject to tax on income or capital gains. We have received from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an

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assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to us or to any of our operations or shares, debentures or other obligations, until March 28, 2035. We could be subject to taxes in Bermuda after that date. This assurance is subject to the proviso that it is not to be construed to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to any property leased to us. We are incorporated in Bermuda as an exempted company and pay annual Bermuda government fees. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government. Neither we nor our Bermuda subsidiaries employ individuals in Bermuda as at the date of this prospectus.

The transfer of our common shares may be subject to capital gains taxes pursuant to indirect transfer rules in Chile.

In September 2012, Chile established "indirect transfer rules," which impose taxes, under certain circumstances, on capital gains resulting from indirect transfers of shares, equity rights, interests or other rights in the equity, control or profits of a Chilean entity, as well as on transfers of other assets and property of permanent establishments or other businesses in Chile, or the Chilean Assets. As we indirectly own Chilean Assets, the indirect transfer rules would apply to transfers of our common shares provided certain conditions outside of our control are met. If such conditions were present and as a result the indirect transfer rules were to apply to sales of our common shares, such sales would be subject to indirect transfer tax on the capital gain that may be determined in each transaction. For a description of the indirect transfer rules and the conditions of their application see "Certain tax considerations—Chilean tax on transfers of shares.

Upon the completion of this offering, our common shares will for a time be listed on three separate stock markets, and investors seeking to take advantage of price differences between such markets may create unexpected volatility in our share price; in addition, investors may not be able to easily move common shares for trading between such markets.

Our common shares are currently admitted to the AIM and the Santiago Offshore Stock Exchange, and we intend to apply to have them listed and traded on the NYSE. Although we intend to cancel admission of our common shares from the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE, our common shares will be traded on multiple markets for a period of time. During such time, price levels for our common shares could fluctuate significantly between markets, independent of our share price on the other markets. Investors could seek to sell or buy our common shares to take advantage of any price differences between the markets through a practice referred to as arbitrage.

Through this prospectus we are only offering common shares that are to be traded on the NYSE. However, any arbitrage activity could create unexpected volatility in the price of our common shares on the NYSE.

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Forward-looking statements

This prospectus contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this prospectus 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 appear in a number of places in this prospectus and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our 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, including, but not limited to, those identified under the section entitled "Risk factors" in this prospectus. These risks and uncertainties include factors relating to:

•

operating risks, including equipment failures and the amounts and timing of revenues and expenses;

•

termination of, or intervention in, concessions, rights or authorizations granted by the Chilean, Colombian, Brazilian (upon the completion of our pending Brazil Acquisitions) and Argentine governments to us;

•

uncertainties inherent in making estimates of our oil and natural gas data;

•

the volatility of oil and natural gas prices;

•

environmental constraints on operations and environmental liabilities arising out of past or present operations;

•

discovery and development of oil and natural gas reserves;

•

project delays or cancellations;

•

financial market conditions and the results of financing efforts;

•

political, legal, regulatory, governmental, administrative and economic conditions and developments in the countries in which we operate;

•

fluctuations in inflation and exchange rates in Chile, Colombia, Brazil (upon the completion of our pending Brazil Acquisitions) Argentina, and in other countries in which we may operate in the future;

•

availability and cost of drilling rigs, production equipment, supplies, personnel and oil field services;

•

contract counterparty risk;

•

projected and targeted capital expenditures and other cost commitments and revenues;

•

weather and other natural phenomena;

•

the impact of recent and future regulatory proceedings and changes, changes in environmental, health and safety and other laws and regulations to which our company or operations are subject, as well as changes in the application of existing laws and regulations;

•

current and future litigation;

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•

our ability to successfully identify, integrate and complete acquisitions, including any of our Brazil Acquisitions;

•

our ability to retain key members of our senior management and key technical employees;

•

competition from other similar oil and natural gas companies;

•

market or business conditions and fluctuations in global and local demand for energy;

•

the direct or indirect impact on our business resulting from terrorist incidents or responses to such incidents, including the effect on the availability of and premiums on insurance; and

•

other factors discussed under the heading "Risk Factors" in this prospectus.

Forward-looking statements speak only as of the date they are made, and we do 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.

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Use of proceeds

We estimate that the net proceeds from this offering will be approximately US$               million, based on the midpoint of the range set forth on the cover page of this prospectus after deducting underwriter discounts and commissions and estimated expenses of the offering that are payable by us. Each US$1.00 increase (decrease) in the public offering price per common share would increase (decrease) our net proceeds, after deducting estimated underwriting discounts and commissions and expenses, by US$              .

The principal purposes of this offering are to create a public market for our common shares in the United States and to facilitate our future access to the U.S. public equity markets, as well as to obtain additional capital and enhance our financial flexibility.

We may use a portion of the proceeds from this offering to finance or accelerate the growth of our operations in our current asset base, which we refer to as our organic expansion, and, following the completion of our pending Brazil Acquisitions, our Brazilian assets, or use the proceeds for general corporate purposes.

In addition, we may use a portion of the proceeds from this offering for opportunistic acquisitions in Chile, Colombia and Brazil, as well as in other countries in South America, which may include Peru, though we currently do not have definitive plans or arrangements with respect to any potential investment in South America.

Pending their use, we intend to invest the proceeds in a variety of capital preservation investments, which may include interest-bearing securities.

In addition to being focused on the geographies mentioned above, our acquisition strategy is aimed at maintaining a balanced portfolio of lower-risk cash flow-generating properties and assets that have upside potential, as well as at keeping a balanced mix of oil- and gas-producing assets, though we expect to remain weighted toward oil.

However, we cannot predict with certainty all of the particular uses of the proceeds from this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering.

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Dividend policy

Holders of common shares will be entitled to receive dividends, if any, paid on the common shares.

We have never declared or paid any cash dividends on our common shares. We intend to retain all of our future earnings, if any, generated by our operations for the development and growth of our business. Accordingly, we do not expect to pay cash dividends on our common shares in the foreseeable future. Because we are a holding company with no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. The terms of our indebtedness may restrict us from paying dividends, or restrict our subsidiaries from paying dividends to us.

Under the Bermuda Companies Act 1981, as amended, we may not declare or pay a dividend if there are reasonable grounds for believing that we are, or would after the payment be, unable to pay our liabilities as they become due or that the realizable value of our assets would thereafter be less than our liabilities. We do not presently have any reasonable grounds for believing that, if we were to declare or pay a dividend on our common shares outstanding immediately after this offering, we would thereafter be unable to pay our liabilities as they became due or that the realizable value of our assets would thereafter be less than our liabilities.

Additionally, any decision to pay dividends in the future, and the amount of any distributions, is at the discretion of our board of directors and our shareholders, and will depend on many factors, such as our results of operations, financial condition, cash requirements, prospects and other factors. See "Risk factors—Risks related to the offering and our common shares—We have never declared or paid, and do not intend to pay in the foreseeable future, cash dividends on our common shares, and, consequently, your only opportunity to achieve a return on your investment is if the price of our stock appreciates" and "—We are a holding company dependent upon dividends from our subsidiaries, which may be limited by law and by contract from making distributions to us, which would affect our ability to pay dividends on the common shares," as well as "Description of share capital."

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Capitalization

The following table sets forth our cash at bank and in hand, borrowings and capitalization as of June 30, 2013, derived from our Interim Consolidated Financial Statements prepared in accordance with IFRS:

•

on an actual basis; and

•

as adjusted to give effect to our sale of the common shares in the offering, and the receipt of approximately US$              in estimated net proceeds, considering an offering price of US$              per common share (the midpoint of the range set forth on the cover of this prospectus), and assuming no exercise of the option to purchase additional common shares by the underwriters, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us in connection with the offering.

The table below should be read in conjunction with "Management's discussion and analysis of financial condition and results of operations" and our Consolidated Financial Statements and the notes thereto, included elsewhere in this prospectus.

	As of June 30, 2013
(In thousands of US$)	Actual		As adjusted
Cash at bank and in hand		149,437
Total non-current borrowings(1)		290,624
Equity attributable to owners of the Company
Common shares, par value US$0.001 per share, 43,501,362 issued and outstanding actual, and                           issued and outstanding as adjusted		43
Share premium		116,877
Reserves		128,058
Retained earnings		6,242
Total equity attributable to owners of the Company		251,220
Total capitalization(2)(3)		541,844

(1)

Our total non-current borrowings are all secured and guaranteed by us.

(2)

Total capitalization includes total non-current borrowings plus total equity attributable to owners of the Company.

(3)

For every US$1.00 increase (decrease) in the price per common share received by us in the offering, our total equity attributable to owners of GeoPark and our total capitalization would increase (decrease) by US$              .

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Dilution

As of June 30, 2013, we had a net tangible book value of US$251.2 million, corresponding to a net tangible book value of US$5.8 per common share. Net tangible book value per common share represents the amount of our total tangible assets less our total liabilities, excluding goodwill and other intangible assets, divided by 43,501,362, the total number of our common shares outstanding as of June 30, 2013.

After giving effect to the sale by us of the                           common shares offered in the offering, and considering an offering price of US$              per common share (the midpoint of the range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value estimated as of June 30, 2013 would have been approximately US$              , representing US$              per common share. This represents an immediate increase in net tangible book value of US$              per share to existing shareholders and an immediate dilution in net tangible book value of US$              per share to new investors purchasing common shares in this offering. Dilution for this purpose represents the difference between the price per common shares paid by these purchasers and net tangible book value per common share immediately after the completion of the offering.

The following table illustrates this dilution to new investors purchasing common shares in this offering.

Net tangible book value per common share as of June 30, 2013
Increase in net tangible book value per common share attributable to new investors
Pro forma net tangible book value per common share after the offering
Dilution per common share to new investors
Percentage of dilution in net tangible book value per common share for new investors	%

Each US$1.00 increase (decrease) in the offering price per common share, respectively, would increase (decrease) the net tangible book value after this offering by US$              per common share and the dilution to investors in the offering by US$              per common share.

If the underwriters exercise their option to purchase additional common shares in full, the net tangible book value after this offering would increase by US$              per common share and investors in this offering will incur immediate dilution of US$              per common share.

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Exchange rates

In Chile, Colombia and Argentina, our functional currency is the U.S. dollar. Following the completion of our pending Brazil Acquisitions, we expect our functional currency for our pending Brazil operations to be the real.

The Brazilian foreign exchange system allows the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures.

Since 1999, the Brazilian Central Bank has allowed the U.S. dollar-real exchange rate to float freely, and, since then, the U.S. dollar-real exchange rate has fluctuated considerably.

In the past, the Brazilian Central Bank has intervened occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Brazilian Central Bank or the Brazilian government will continue to permit the real to float freely or will intervene in the exchange rate market through the return of a currency band system or otherwise. The real may depreciate or appreciate against the U.S. dollar substantially. Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil's balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that such measures will not be taken by the Brazilian government in the future. See "Risk factors—Risks relating to our business—Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates."

The following tables show the selling rate for U.S. dollars for the periods and dates indicated. The information in the "Average" column represents the average of the daily exchange rates during the periods presented. The numbers in the "Period-end" column are the quotes for the exchange rate as of the last business day of the period in question. As of September 4, 2013, the exchange rate for the purchase of U.S. dollars as reported by the Central Bank of Brazil was R$2.3538 per U.S. dollar.

Recent exchange rates of real per U.S. dollar	Low		High
Month:
December 2012		2.0435		2.1121
January 2013		1.9883		2.0471
February 2013		1.9570		1.9893
March 2013		1.9528		2.0185
April 2013		1.9736		2.0244
May 2013		2.0030		2.1319
June 2013		2.1235		2.2648
July 2013		2.2267		2.2903
August 2013		2.2722		2.4457
September 2013 (through September 4, 2013)		2.3538		2.3897

Source: Central Bank of Brazil.

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Real/US$1.00	Average		Period-end
Period:
2008		1.8375		2.3370
2009		1.9936		1.7412
2010		1.7593		1.6662
2011		1.6746		1.8758
2012		1.9550		2.0435
First quarter 2013		1.9964		2.0138
Second quarter 2013		2.0700		2.2156
Third quarter 2013 (through September 4, 2013)		2.3007		2.3538

Source: Central Bank of Brazil.

Exchange rate fluctuation may affect the U.S. dollar value of any distributions we make with respect to our common shares. See "Risk factors—Risks relating to our business—Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates."

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Market information

Our common shares have been listed on the AIM under the symbol "GPK" since May 15, 2006.

In connection with this offering, we plan to recommend that our shareholders pass a resolution authorizing a two-for-one reverse share split and authorizing the board of directors to determine when, and if, to implement the reverse share split. If the resolution is approved by shareholders, we expect that the reverse share split, if implemented by our board of directors, will be effective prior to the commencement of this offering.

The table below presents, for the periods indicated, the annual, quarterly and monthly high and low closing prices (in GBP) of our common shares on the AIM.

	Common shares
	High		Low		Average daily trading volume
	(GBP per share)				(in shares)
Annual price history
2008		4.82		2.60		56682
2009		3.78		1.95		28585
2010		8.75		3.99		52636
2011		8.75		4.40		21153
2012		7.55		4.58		11469
Quarterly price history
2013
1st Quarter		6.93		6.20		8059
2nd Quarter		6.60		5.53		31459
2012
1st Quarter		5.85		4.58		9565
2nd Quarter		6.90		5.54		13386
3rd Quarter		7.55		6.32		14688
4th Quarter		7.30		6.20		8358
2011
1st Quarter		8.75		6.73		24481
2nd Quarter		7.40		6.43		24978
3rd Quarter		6.45		4.90		20232
4th Quarter		5.58		4.40		15134
Monthly price history
February 2013		6.93		6.53		6352
March 2013		6.63		6.20		17289
April 2013		6.60		5.53		65190
May 2013		5.80		5.73		21421
June 2013		6.03		5.70		6582
July 2013		5.88		5.63		3355
August 2013		5.80		5.73		554
September 2013 (through September 3, 2013)		5.83		5.83		6832

Source: Bloomberg

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On September 3, 2013, the last reported closing sale price on the AIM was GBP 5.83 per common share (US$9.01 per common share), based on the certified foreign exchange rates of US$1.5468 published by the Federal Reserve Bank of New York on August 30, 2013.

Our common shares have also been listed on the Santiago Offshore Stock Exchange under the symbol "GPK" since October 30, 2009.

The price of our common shares on the AIM and the Santiago Offshore Stock Exchange during recent periods may also be considered in determining the public offering price. It should be noted however, that historically there has been a limited volume of trading in our common shares on the AIM and the Santiago Offshore Stock Exchange.

We intend to cancel admission of our common shares to the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE.

We intend to apply to list our common shares on the NYSE under the symbol "GPRK." We cannot assure that an active trading market will develop for our common shares, or that our common shares will trade in the public market subsequent to the offering at or above the initial public offering price.

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Selected historical financial data

We have derived our selected historical statement of income, balance sheet and cash flow data as of and for the years ended December 31, 2012 and 2011 from our Annual Consolidated Financial Statements included elsewhere in this prospectus, which have been audited by PwC.

The selected historical financial data as of June 30, 2013 and for the six-month periods ended June 30, 2013 and 2012 have been derived from the Interim Consolidated Financial Statements included elsewhere in this prospectus, which in the opinion of our management, include all adjustments necessary to present fairly our results of operations and financial condition at the dates and for the periods presented. The results for the six-month period ended June 30, 2013 are not necessarily indicative of the results of operations that you should expect for the entire year ended December 31, 2013 or any other period.

We maintain our books and records in U.S. dollars and prepare our consolidated financial statements in accordance with IFRS.

This financial information should be read in conjunction with "Presentation of Financial and Other Information," "Management's discussion and analysis of financial condition and results of operations" and our Consolidated Financial Statements and the related notes thereto, included elsewhere in this prospectus.

This selected historical financial data set forth in this section does not include any results or other financial information of our Colombian acquisitions prior to their incorporation into our financial statements, or our pending Brazil Acquisitions.

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Statement of income data

	For the six-month period ended June 30,						For the year ended December 31,
(in thousands of US$, except per share numbers)
	2013 (unaudited)			2012 (unaudited)			2012			2011
Revenue
Net oil sales		149,817			104,893			221,564			73,508
Net gas sales		10,989			17,098			28,914			38,072
Net revenue		160,806			121,991			250,478			111,580
Production costs		(81,147	)		(54,668	)		(129,235	)		(54,513	)
Gross profit(1)		79,659			67,323			121,243			57,067
Exploration costs		(13,587	)		(10,199	)		(27,890	)		(10,066	)
Administrative costs		(20,730	)		(13,562	)		(28,798	)		(18,169	)
Selling expenses		(7,658	)		(7,981	)		(24,631	)		(2,546	)
Other operating income/(expense)		4,205			(413	)		823			(502	)
Operating profit		41,889			35,168			40,747			25,784
Financial income		604			318			892			162
Financial expenses		(21,166	)		(7,662	)		(17,200	)		(13,678	)
Bargain purchase gain on acquisition of subsidiaries		—			8,401			8,401			—
Profit before tax		21,327			36,225			32,840			12,268
Income tax		(7,092	)		(10,863	)		(14,394	)		(7,206	)
Profit for the period/year		14,235			25,362			18,446			5,062
Non-controlling interest		5,619			5,458			6,567			5,008
Profit attributable to owners of the Company		8,616			19,904			11,879			54
Earnings per share for profit attributable to owners of the Company—Basic		0.20			0.47			0.28			0.00
Earnings per share for profit attributable to owners of the Company—Diluted(2)		0.19			0.44			0.27			0.00
Weighted average common shares outstanding—Basic		43,497,415			42,474,274			42,673,981			41,912,685
Weighted average common shares outstanding—Diluted(2)		46,108,015			46,166,376			44,109,305			43,917,167

(1)    Gross profit is defined as net revenue minus production costs.

(2)    See Note 18 to our Annual Consolidated Financial Statements.

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Balance sheet data

	As of June 30,		As of December 31,
(In thousands of US$)	2013 (unaudited)		2012		2011
Assets
Non-current assets
Property, plant and equipment		544,151		457,837		224,635
Prepaid taxes		14,505		10,707		2,957
Other financial assets		2,145		7,791		5,226
Deferred income tax		16,075		13,591		450
Prepayments and other receivables		1,857		510		707
Total non-current assets		578,733		490,436		233,975
Current assets
Other financial assets		—		—		3,000
Inventories		5,667		3,955		584
Trade receivables		31,288		32,271		15,929
Prepayments and other receivables		40,809		49,620		24,984
Prepaid taxes		2,376		3,443		147
Cash at bank and in hand		149,437		48,292		193,650
Total current assets		229,577		137,581		238,294
Total assets		808,310		628,017		472,269
Equity attributable to owners of the Company		251,220		239,421		208,889
Equity attributable to non-controlling interest		83,459		72,665		41,763
Total equity		334,679		312,086		250,652
Liabilities
Non-current liabilities
Borrowings		290,624		165,046		134,643
Provisions for other long-term liabilities		26,015		25,991		9,412
Deferred income tax		25,372		17,502		13,109
Total non-current liabilities		342,011		208,539		157,164
Current liabilities
Borrowings		11,172		27,986		30,613
Current income tax		2,716		7,315		187
Trade and other payable		117,732		72,091		33,653
Total current liabilities		131,620		107,392		64,453
Total liabilities		473,631		315,931		221,617
Total equity and liabilities		808,310		628,017		472,269

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Cash flow data

	For the six-month period ended June 30,						For the year ended December 31,
(In thousands of US$)	2013 (unaudited)			2012 (unaudited)			2012			2011
Cash provided by (used in)
Operating activities		96,929			71,169			131,802			68,763
Investing activities		(137,286	)		(189,795	)		(303,507	)		(101,276	)
Financing activities		151,502			(8,764	)		26,375			131,739
Net increase (decrease) in cash		111,145			(127,390	)		(145,330	)		99,226

Other financial data

	For the six-month period ended June 30,				For the year ended December 31,
	2013 (unaudited)		2012 (unaudited)		2012		2011
Adjusted EBITDA(1) (US$ thousands)		84,014		70,274		121,404		63,391
Adjusted EBITDA margin(2)		52.2%		57.6%		48.5%		56.8%
Adjusted EBITDA per boe(3)		35.1		36.1		31.1		22.9

(1)    Adjusted EBITDA is a non-IFRS financial measure. For a definition of Adjusted EBITDA and other information relating to this measure, see "Presentation of financial and other information—Non-IFRS financial measures." For a reconciliation of Adjusted EBITDA see "Prospectus summary—Summary historical financial data."

(2)    Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue.

(3)    Adjusted EBTIDA per boe is defined as Adjusted EBITDA divided by total production expressed in boe. For a reconciliation of Adjusted EBITDA per boe, see "Prospectus summary—Summary historical financial data."

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Unaudited condensed combined pro forma financial data

The following unaudited pro forma condensed combined income statements below are presented as if the acquisitions of Winchester, Luna and Cuerva, our pending Rio das Contas acquisition and the disposition of the 20% equity interest in GeoPark Colombia had occurred as of January 1, 2012. The unaudited pro forma condensed combined statement of financial position is presented below as if our pending Rio das Contas acquisition had occurred on June 30, 2013.

The Unaudited Condensed Combined Pro Forma Financial Data is based on the following financial statements included elsewhere in this prospectus and should be read in conjunction with them and the notes thereto:

•

our Annual Consolidated Financial Statements;

•

our Interim Consolidated Financial Statements;

•

the Colombian Acquisitions Consolidated Financial Statements;

•

the Rio das Contas Audited Consolidated Financial Statements; and

•

the Rio das Contas Interim Consolidated Financial Statements.

The acquisition dates for Winchester, Luna and Cuerva were February 14, 2012, February 14, 2012 and March 27, 2012, respectively. However, for accounting purposes, these acquisitions were computed as if they had occurred on January 31, 2012, January 31, 2012 and March 31, 2012, respectively. For purposes of the Unaudited Condensed Combined Pro Forma Financial Data, Winchester, Luna and Cuerva pre-acquisition income statement data for the periods from January 1, 2012 through January 31, 2012, January 31, 2012 and March 31, 2012, respectively, or the Pre-acquisition Stub Period, has been extracted from the Colombian Acquisitions Interim Consolidated Financial Statements.

The acquisition date for Rio das Contas is expected to be in 2013. The Rio das Contas pre-acquisition income statement data for the year ended December 31, 2012 and for the six-month period ended June 30, 2013 and the Rio das Contas pre-acquisition statement of financial position data as of June 30, 2013, have been extracted from the Rio das Contas Consolidated Financial Statements.

We entered into an agreement to dispose of the 20% equity interest in GeoPark Colombia on December 18, 2012. Pursuant to the terms of the agreement, LGI paid a total consideration of US$20.1 million composed of a US$14.9 million capital contribution, a US$4.9 million loan to GeoPark Colombia and certain miscellaneous reimbursements.

The Cuerva pre-acquisition income statement data for the three-month period ended March 31, 2012 used in the preparation of the Unaudited Condensed Combined Pro Forma Financial Data differs from our historical financial statements included in this prospectus. The pre-acquisition income statement has been prepared in accordance with US GAAP, whereas our financial statements have been prepared in accordance with IFRS. Therefore, we have adjusted the pre-acquisition US GAAP financial data to IFRS consistent with our accounting policies by applying IFRS in all material respects to such financial data.

The preparation of the Unaudited Condensed Combined Pro Forma Financial Data includes the impact of certain purchase accounting adjustments, such as estimated changes in depreciation expense on acquired proved and unproved properties that are expected to have a continuing impact on us. Accordingly, the amounts shown in our unaudited pro forma condensed combined income statements are not necessarily indicative of the results that would have resulted if the acquisitions had occurred on January 1, 2012 or that may result in the future.

86

The Unaudited Condensed Combined Pro Forma Financial Data is for informational purposes only. Because of its nature, it addresses a hypothetical situation and it is not intended to represent or to be indicative of the consolidated financial position or results of operations that we would have reported had the acquisitions been completed on the dates indicated. It should not be relied upon as representative of the historical consolidated financial position or results of operations that would have been achieved, or the future consolidated financial position or operating results that can be expected. The unaudited pro forma adjustments, described in the accompanying notes, are based on available information and certain assumptions that management believes are reasonable for purposes of this Prospectus.

Adjusted EBITDA is a supplemental non-IFRS financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDA as profit for the period before net finance cost, income tax, depreciation, amortization and certain non-cash items such as impairments and write-offs of unsuccessful efforts, accrual of stock options and stock awards and bargain purchase gain on acquisition of subsidiaries. Adjusted EBITDA is not a measure of profit or cash flows as determined by IFRS and may not be comparable to other similarly-titled measures of other companies. See "Presentation of financial and other information—Non-IFRS financial measures."

87

Unaudited pro forma condensed combined income statement

	For the year ended December 31, 2012
(in thousands of US$)	GeoPark historical IFRS			Colombian acquisitions historical IFRS pre- acquisition stub period (1) and (2)			Rio das Contas historical IFRS			Pro forma adjustments Colombian acquisitions (3)			Pro forma adjustments Rio das Contas acquisition (4)			Pro forma adjustments Colombian disposition (5)			Pro forma combined
Net revenue		250,478			23,831			51,094			—			—			—			325,403
Production costs		(129,235	)		(14,229	)		(18,167	)		(167	)(a)		(14,461	)(a)		—			(176,259	)
Gross profit/(loss)		121,243			9,602			32,927			(167	)		(14,461	)		—			149,144
Exploration costs		(27,890	)		(337	)		—			—			—			—			(28,227	)
Administrative costs		(28,798	)		(2,417	)		(4,075	)		495	(b)		464	(b)		—			(34,331	)
Selling expenses		(24,631	)		(4,343	)		—			—			—			—			(28,974	)
Other operating income / (expenses)		823			665			896			—			—			—			2,384
Operating profit/(loss)		40,747			3,170			29,748			328			(13,997	)		—			59,996
Net financial result		(16,308	)		184			1,055			—			(7,609	)(c)		—			(22,678	)
Bargain purchase gain on acquisition of subsidiaries		8,401			—			—			—			—			—			8,401
Profit/(loss) before income tax		32,840			3,354			30,803			328			(21,606	)		—			45,719
Income tax		(14,394	)		(1,391	)		(7,569	)		(44	)(c)		7,411	(d)		—			(15,987	)
Profit/(loss) for the year		18,446			1,963			23,234			284			(14,195	)		—			29,732
Attributable to:
Owners of the Company		11,879			1,963			23,234			284			(14,195	)		(1,700	)		21,465
Non-controlling interest		6,567			—			—			—			—			1,700			8,267
Earnings per share (in US$) for profit attributable to owners of the Company:
Basic		0.28																		0.50
Diluted		0.27																		0.49
Weighted average number of common shares:
Basic		42,673,981																		42,673,981
Diluted		44,109,305																		44,109,305

(1-5) See corresponding notes to the Unaudited Condensed Combined Pro Forma Financial Data below.

88

	For the six-month period ended June 30, 2013
(in thousands of US$)	GeoPark historical IFRS			Rio das Contas historical IFRS			Pro forma adjustments Rio das Contas acquisition (4)			Pro forma combined
Net revenue		160,806			24,616			—			185,422
Production costs		(81,147	)		(9,944	)		(6,221	)(a)		(97,312	)
Gross profit		79,659			14,672			(6,221	)		88,110
Exploration costs		(13,587	)		—			—			(13,587	)
Administrative costs		(20,730	)		(1,044	)		—			(21,774	)
Selling expenses		(7,658	)		—			—			(7,658	)
Other operating income / (expenses)		4,205			—			—			4,205
Operating profit/(loss)		41,889			13,628			(6,221	)		49,296
Net financial result		(20,562	)		258			(3,255	)		(23,559	)
Profit/(loss) before income tax		21,327			13,886			(9,476	)		25,737
Income tax		(7,092	)		(2,845	)		3,222			(6,715	)
Profit/(loss) for the period		14,235			11,041			(6,254	)		19,022
Attributable to:
Owners of the Company		8,616			11,041			(6,254	)		13,403
Non-controlling interest		5,619			—			—			5,619
Earnings per share (in US$) for profit attributable to owners of the Company:
Basic		0.20									0.31
Diluted		0.19									0.29
Weighted average number of shares:
Basic		43,497,415									43,497,415
Diluted		46,108,015									46,108,015

89

Unaudited pro forma condensed combined statement of financial position

	As of June 30, 2013
(In thousands of US$)	GeoPark historical IFRS		Rio das Contas historical IFRS		Pro forma adjustments Rio das Contas acquisition (4)			Pro forma combined
Assets
Property, plant and equipment		544,151		65,997		70,888	(e)		681,036
Other		34,582		2,361		—			36,943
Total non-current assets		578,733		68,358		70,888			717,979
Trade receivables		31,288		10,539		—			41,287
Prepayments and other receivables		40,809		49		—			40,858
Cash at bank and in hand		149,437		11,131		(80,800	)(f)		79,768
Other		8,043		474		—			8,517
Total current assets		229,577		22,193		(80,800	)		170,970
Total assets		808,310		90,551		(9,912	)		888,949
Equity
Share premium		116,877		64,865		(64,865	)		116,877
Reserves		128,058		9,358		(9,358	)(g)		128,058
Other		6,285		6,289		(6,289	)(g)		6,285
Attributable to owners of the Company		251,220		80,512		(80,512	)		251,220
Non-controlling interest		83,459		—		—			83,459
Total equity		334,679		80,512		(80,512	)		334,679
Liabilities
Borrowings		290,624		—		70,000	(h)		360,624
Provisions for other long-term liabilities		26,015		2,150		—			28,165
Deferred income tax		25,372		4,335		—			29,707
Contingent payment		—		—		600	(i)		600
Total non-current liabilities		342,011		6,485		70,600			419,096
Trade and other payables		117,732		3,554		—			121,286
Other		13,888		—		—			13,888
Total current liabilities		131,620		3,554		—			135,174
Total liabilities		473,631		10,039		70,600			554,270
Total equity and liabilities		808,310		90,551		(9,912	)		888,949

(1-4) See Notes to the Unaudited Condensed Combined Pro Forma Financial Data

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Notes to the unaudited condensed combined pro forma financial data

Note 1—Historical financial information of Winchester, Luna and Cuerva

The historical financial information of Winchester, Luna and Cuerva for the Pre-acquisition Stub Period is derived from the Winchester Consolidated Financial Statements and the Luna Consolidated Financial Statements, which are prepared in accordance with IFRS, and from the Cuerva Consolidated Financial Statements, which are prepared in accordance with US GAAP, all of which are included elsewhere in this prospectus.

The following table presents the historical financial information for the Pre-acquisition Stub Period in respect of Winchester, Luna and Cuerva under IFRS:

	Pre-acquisition Stub Period
(In thousands of US$)	Winchester			Luna			Cuerva(2)			Colombian Acquisitions Historical IFRS Pre- acquisition Stub Period
Net revenue		2,613			360			20,858			23,831
Production costs		(1,196	)		(124	)		(12,909	)		(14,229	)
Gross profit		1,417			236			7,949			9,602
Exploration costs		—			(337	)		—			(337	)
Administrative costs		(226	)		(24	)		(2,167	)		(2,417	)
Selling expenses		(508	)		(51	)		(3,784	)		(4,343	)
Other operating income		170			14			481			665
Operating profit/(loss)		853			(162	)		2,479			3,170
Net financial result		82			434			(332	)		184
Profit/(loss) before income tax		935			272			2,147			3,354
Income tax		(594	)		(89	)		(708	)		(1,391	)
Profit/(loss) for the period		341			183			1,439			1,963
Depreciation		(296	)		(29	)		(4,105	)		(4,430	)
Adjusted EBITDA		1,149			204			6,584			7,937

Note 2—Translation of Cuerva US GAAP historical financial information to IFRS

The historical financial information of Cuerva has been prepared in accordance with US GAAP. For the purposes of presenting the Unaudited Condensed Combined Pro Forma Financial Data, the income statement data for the Pre-acquisition Stub Period have been translated to IFRS by applying in all material respects our accounting policies in accordance with IFRS assuming a transition date of January 1, 2011.

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The following table presents the adjustments to the historical financial information for the Pre-acquisition Stub Period in respect of Cuerva:

	Pre-acquisition Stub Period
(In thousands of US$)	US GAAP			IFRS presentation adjustments			IFRS measurement adjustments		IFRS
Net revenue		22,594			(229	)		(1,507)(a)		20,858
Production costs		(13,421	)		(136	)		648(b)		(12,909	)
Gross profit		9,173			(365	)		(859)		7,949
Administrative costs		(2,167	)		—			—		(2,167	)
Selling expenses		(4,149	)		365			—		(3,784	)
Other operating income/(expenses)		481			—			—		481
Operating profit/(loss)		3,338			—			(859)		2,479
Net financial result		(332	)		—			—		(332	)
Profit/(loss) before income tax		3,006			—			(859)		2,147
Income tax		(1,331	)		—			623(c)		(708	)
Profit/(loss) for the period		1,675			—			(236)		1,439
Depreciation		(4,753	)		—			648		(4,105	)
Adjusted EBITDA		8,091			—			(1,507)		6,584

IFRS presentation adjustments

The presentation of certain income statement items in the unaudited pro forma condensed combined income statements differs from the historical financial statements of Cuerva. Therefore, certain reclassifications were made to conform to IFRS. These primarily include the reclassification of transportation costs, which under US GAAP are recorded within production costs while under IFRS we recognize them as selling expenses.

IFRS measurement adjustments

(a)    Stock valuation

Under both US GAAP and IFRS, crude oil is valued at cost. Changes in crude oil valuation are recorded within net revenue. However, the cost determined under US GAAP differs from the cost under IFRS because the depreciation charge capitalized is calculated under a different basis.

(b)   Depreciation of property, plant and equipment

Under US GAAP, the depreciation of proved oil and gas properties is calculated following a unit of production method that considers proved reserves.

Under IFRS, we depreciate our proved oil and gas properties following a unit of production method that considers commercial proved and probable reserves. This calculation also takes into account estimated future finding and development costs.

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(c)

Income tax

Under both US GAAP and IFRS, a deferred tax asset is recorded due to differences between tax and accounting basis of crude oil and property, plant and equipment. However, as previously discussed, these accounting basis differ between US GAAP and IFRS, generating an impact on income tax.

Under both US GAAP and IFRS, a deferred tax asset is recorded due to differences between tax and accounting basis of crude oil and property, plant and equipment. However, as previously discussed, the accounting basis differs between US GAAP and IFRS, generating an impact on income tax.

Note 3—Purchase price adjustments on Colombian acquisitions

(In thousands of US$)
Total cost of the acquisitions		111,873
Less: Book value of assets acquired and liabilities assumed
Total book value of assets acquired and liabilities assumed	88,431
Fair value adjustments:
Proved and unproved properties(i)	28,017
Other(ii)	3,826
Fair value of assets acquired and liabilities assumed	120,274
Bargain purchase gain on acquisition of subsidiaries		8,401

(i)     Reflects fair value adjustments of property, plant and equipment and the recognition of mineral interest.

(ii)    Reflects fair value adjustments of crude oil inventories.

The following pro forma adjustments were made to the Pre-acquisition Stub Period to reflect the acquisitions of Winchester, Luna and Cuerva as if they had occurred on January 1, 2012:

(a)    Additional depreciation expense resulting from the increased basis of property, plant and equipment acquired of US$0.2 million.

(b)   Acquisition costs of US$0.5 million, which we incurred during 2012 (reflected in the GeoPark Historical IFRS column) in connection with the acquisitions of Winchester, Luna and Cuerva have been excluded from the pro forma condensed combined income statement because they are non-recurring costs directly attributable to the transaction. These costs are reflected in retained earnings in the pro forma condensed combined statement of financial position as of June 30, 2013.

(c)    Increase in income taxes related to the foregoing adjustments. The rate applied for adjustment (a) is the statutory rate in Colombia of 33%. The rate applied for adjustment (b) is the statutory rate in Chile of 20% given that the acquisition costs were incurred by Agencia.

Note 4—Purchase price adjustments on Rio das Contas acquisition

The purchase price allocation of our Rio das Contas acquisition is preliminary and may be subject to change. The final purchase price allocation is pending the approval of the transaction by the ANP, which may result in an adjustment to the purchase price. Any such adjustment will be reflected as an increase or

93

decrease by means of working capital adjustment to be determined at the closing date of the Rio das Contas acquisition.

(in thousands of US$)
Cost of the acquisition
Cash payment(i)	150,800
Contingent payment	600
Total cost of the acquisition		151,400
Less: Book value of assets acquired and liabilities assumed
Total book value of assets acquired and liabilities assumed	80,512
Fair value adjustments:
Proved and unproved properties(ii)	70,888
Fair value of assets acquired and liabilities assumed		151,400

(i)     Comprised of a fixed purchase price of US$140 million, increased by a working capital adjustment of US$10.8 million calculated based on the Rio das Contas Interim Consolidated Financial Statements. The final working capital adjustment will be determined on the closing date.

(ii)    Reflects fair value adjustments of property, plant and equipment and the recognition of mineral interest.

The following pro forma adjustments were made to the unaudited pro forma condensed combined income statements for the year ended December 31, 2012 and for the six-month period ended June 30, 2013 to reflect the acquisition of Rio das Contas as if it had occurred on January 1, 2012:

(a)    Additional depreciation expense resulting from the increased basis of property, plant and equipment acquired of US$10.8 million and US$4.7 million for the year ended December 31, 2012 and for the six-month period ended June 30, 2013, respectively. Also, the accounting policy for depreciation of oil and gas properties was adjusted to conform to our policy (which is based on commercial proved and probable reserves) resulting in additional depreciation expense of US$3.6 million and US$1.5 million for the year ended December 31, 2012 and for the six-month period ended June 30, 2013, respectively.

(b)   Acquisition costs of US$0.5 million, which we incurred during 2012 (reflected in GeoPark Historical IFRS column) in connection with the acquisition of Rio das Contas have been excluded from the pro forma condensed combined income statement because they are non-recurring costs directly attributable to the transaction. These costs are reflected in retained earnings in the pro forma condensed combined statement of financial position as of June 30, 2013.

(c)    Interest expense on the R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) credit facility to be incurred in connection with the acquisition is calculated using an effective interest rate of 10.9 and 4.7% for the year ended December 31, 2012 and for the six-month period ended June 30, 2013, respectively. The loan will mature six years from the date of disbursement and will bear a variable interest rate equal to the Interbank Deposit Certificate Rate (Certificado de Depósito Interbancário), or CDI, +2.5%. The effect of a ¹/8 percent variance in the interest rate on profit for the year/period would be US$0.6 million and US$0.3 million for the year ended December 31, 2012 and for the six-month period ended June 30, 2013, respectively.

(d)   Increase in income taxes related to foregoing adjustments. The rate applied for adjustments (a) and (c) is the statutory rate in Brazil of 34%. The rate applied for adjustment (b) is the statutory rate in Chile of 20% given that the acquisition costs were incurred by Agencia, a subsidiary of GeoPark Limited incorporated in Chile.

94

The following pro forma adjustments were made to the unaudited pro forma condensed combined statement of financial position to reflect the acquisition of Rio das Contas as if it had occurred on June 30, 2013:

(e)    Fair value adjustment of US$70.9 million allocated to the recognition of mineral interest.

(f)    Adjustment to reflect: (i) increase in cash of US$70 million due to bank indebtedness to be issued in connection with the acquisition; and (ii) cash payment of US$150.8 million relating to the acquisition.

(g)    Elimination of Rio das Contas equity items for consolidation purposes.

(h)   Bank indebtedness of US$70 million to be incurred in connection with the acquisition. This loan will mature six years from the date of disbursement and will bear a variable interest rate equal to CDI+2.5%.

(i)     Contingent payment of US$0.6 million relating to the acquisition. The purchase price is adjusted for an earn out amount equal to 45% of the net cash flows of the BCAM-40 Block in excess of US$25 million. The earn out amount is calculated over a five-year period starting January 1, 2013.

Note 5—Pro forma adjustments on Colombian disposition

The unaudited pro forma condensed combined income statement for the year ended December 31, 2012 was adjusted to reflect the disposition of the 20% equity interest in GeoPark Colombia as if it had occurred on January 1, 2012. The adjustment represents an increase of US$1.7 million in profit/(loss) for the year attributable to non-controlling interest, and was calculated applying the 20% interest over: (i) the post-acquisition results of GeoPark Colombia included in the Annual Consolidated Financial Statements; (ii) the Pre-acquisition Stub Period results derived from the Colombian Company Interim Financial Statements; and (iii) the pro forma adjustments on the Colombian acquisitions.

Note 6—Reconciliations

Reconciliation of pro forma Adjusted EBITDA to the IFRS financial measure of pro forma profit for the period/ year

(In thousands of US$)	June 30, 2013			December 31, 2012
Pro forma profit for the period/year attributable to owners of the Company		13,403			21,465
Pro forma non-controlling interest		5,619			8,267
Pro forma profit for the period/year		19,022			29,732
Pro forma income tax		6,715			15,987
Pro forma net finance results		23,559			22,678
Pro forma others(i)		(5,754	)		(12,009	)
Pro forma impairment and write off of unsuccessful efforts		11,788			27,100
Pro forma accrual of stock options and stock awards		3,486			5,396
Pro forma depreciation		42,375			79,824
Pro forma Adjusted EBITDA		101,191			168,708

(i)     Includes capitalized costs for the six-month period ended June 30, 2013 and for the year ended December 31, 2012. Includes bargain purchase gain on acquisition of subsidiaries of US$8.4 million for the year ended December 31, 2012.

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Reconciliation of Rio das Contas historical Adjusted EBITDA to the IFRS measure of Rio das Contas historical profit for the period/year

(in thousands of US$)	June 30, 2013			December 31, 2012
Rio das Contas historical profit/(loss) for the period/year		11,041			23,234
Income tax		2,845			7,569
Net financial result		(258	)		(1,055	)
Write-off of unsuccessful efforts		—			1,211
Depreciation		3,549			7,449
Rio das Contas historical Adjusted EBITDA		17,177			38,408

Pro forma reserves information

The pro forma reserves information presented below has been prepared to illustrate the combined reserves of the Company and Rio das Contas as of December 31, 2012 and 2011. These reserves estimates have not been filed with or included in reports to any federal authority or agency other than the SEC in connection with this offering. The pro forma reserves information is an internal estimate and is the aggregate of (i) information pertaining to the Company's reserves derived from the D&M Year-end Reserves Report as of December 31, 2012, and (ii) an internal estimate rolled back to December 31, 2012 and 2011, as appropriate from Rio das Contas' reserves as of June 30, 2013 as described in the D&M Brazil and Colombia Reserves Report, as described below:

•

Rio das Contas net proved reserves as of December 31, 2012 were determined based on the D&M Brazil and Colombia Reserves Report as of June 30, 2013 and the production for the six-month period ended June 30, 2013, considering that there have been no drilling activities in such period. Prices fluctuations had no impact on the quantity of reserves;

•

Rio das Contas net proved reserves as of June 30, 2013 according to the D&M Brazil and Colombia Reserves Report consisted of 124.0 mbbl of oil and 48,067 mmcf of gas; and

•

Rio das Contas production for the six-month period ended June 30, 2013 consisted of 10.3 mbbl of oil and 3,695.90 mmcf of gas.

As a result the reserves as of December 31, 2012 were estimated to be 134.3 mbbl of oil and 51,762.9 mmcf of gas. A similar roll back approach was adopted for the reserves estimate as of December 31, 2011.

The roll back approach was necessary because we are not in possession of a Rio das Contas reserves report for the year ended December 31, 2012 and 2011 based on the SEC definition of net proved reserves. The adjustments described above were derived from company estimates. As a result, to prepare the reserves estimates for these periods in compliance with the SEC definitions, we adopted the roll back approach described above. As such, the tables presenting our pro forma estimated net proved reserves are internal estimates. The pro forma Standardized Measures are not intended to represent the market value of our estimated net proved reserves at the dates so indicated.

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Pro forma reserves as of December 31, 2012

The estimated pro forma net proved reserves for the properties evaluated as of December 31, 2012 are summarised as follows, expressed in thousands of barrels (mmbbl) and millions of cubic feet (mmcf):

	GeoPark historical				Rio das Contas historical				Pro forma combined
	Oil and condensate		Natural gas		Oil and condensate		Natural gas		Oil and condensate		Natural gas
	(mbbl)		(mmcf)		(mbbl)		(mmcf)		(mbbl)		(mmcf)
Net proved developed
Chile		2,104.8		12,768.0		—		—		2,104.8		12,768.0
Colombia		2,008.6		—		—		—		2,008.6		—
Argentina		—		—		—		—		—		—
Brazil		—		—		81.3		31,489.9		81.3		31,489.9
Total consolidated		4,113.4		12,768.0		81.3		31,489.9		4,194.7		44,257.9
Net proved undeveloped
Chile		3,153.3		16,813.0		—		—		3,153.3		16,813.0
Colombia		4,618.4		—		—		—		4,618.4		—
Argentina		—		—		—		—		—		—
Brazil		—		—		53.0		20,273.0		53.0		20,273.0
Total consolidated		7,771.7		16,813.0		53.0		20,273.0		7,824.7		37,086.0
Total proved reserves		11,885.1		29,581.0		134.3		51,762.9		12,019.4		81,343.9

Pro forma net proved reserves of oil, condensate and natural gas

The following table presents the pro forma evolution of our net proved reserves of oil and condensate as of and for the year ended December 31, 2012.

	Net proved reserves (developed and undeveloped) of oil and condensate
	GeoPark historical			Rio das Contas historical			Pro forma combined
	(Thousands of barrels)
Reserves as of December 31, 2011		5,254.1			158.1			5,412.2
Increase (decrease) attributable to:
Revisions		(1,250.8	)		—			(1,250.8	)
Extensions and discoveries		2,670.0			—			2,670.0
Purchases of minerals in place		7,522.8			—			7,522.8
Production		(2,311.0	)		(23.8	)		(2,334.8	)
Reserves as of December 31, 2012		11,885.1			134.3			12,019.4

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The following table presents the pro forma evolution of our net proved reserves of natural gas as of and for the year ended December 31, 2012.

	Net proved reserves (developed and undeveloped) of natural gas
	GeoPark historical			Rio das Contas historical			Pro forma combined
	(Millions of cubic feet)
Reserves as of December 31, 2011		57,157.0			59,694.2			116,851.2
Increase (decrease) attributable to:
Revisions		(21,860.0	)		—			(21,860.0	)
Extensions and discoveries		2,256.0			—			2,256.0
Purchases					—
Production		(7,972.0	)		(7,931.3	)		(15,903.3	)
Reserves as of December 31, 2012		29,581.0			51,762.9			81,343.9

Pro forma standardized measure of discounted future net cash flows related to proved oil and gas reserves

The following table presents our pro forma standardized measure of discounted future net cash flows related to proved oil and gas reserves as of and for the year ended December 31, 2012.

	As of December 31, 2012
	GeoPark historical			Rio das Contas historical			Pro forma combined
	(In thousands of US$)
Future cash inflows		1,060,225			352,467			1,412,692
Future production costs		(317,305	)		(102,957	)		(420,262	)
Future development costs		(195,066	)		(19,839	)		(214,905	)
Future income taxes		(142,991	)		(20,485	)		(163,476	)
Undiscounted future net cash flows		404,863			209,186			614,049
10% annual discount		(68,769	)		(54,524	)		(123,293	)
Standardized measure of discounted future net cash flows		336,094			154,662			490,756

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The following table presents pro forma changes in the standardized measure of discounted future net cash flows from proved reserves as of and for the year ended December 31, 2012.

	GeoPark historical			Rio das Contas historical			Pro forma combined
	(In thousands of US$)
Present value as of December 31, 2011		285,603			195,152			480,755
Sales of hydrocarbon, net of production costs		(120,346	)		(49,068	)		(169,414	)
Net changes in sales price and production costs		45,100			(31,902	)		13,198
Changes in estimated future development costs		(73,255	)		—			(73,255	)
Extensions and discoveries less related costs		108,768			—			108,768
Development costs incurred		57,055			1,079			58,134
Revisions of previous quantity estimates		(174,757	)		—			(174,757	)
Purchase of minerals in place		143,660			—			143,660
Net changes in income taxes		23,250			16,003			39,253
Accretion of discount		36,215			23,398			59,613
Other changes		4,801			—			4,801
Present value as of December 31, 2012		336,094			154,662			490,756

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Management's discussion and analysis of
financial condition and results of operations

The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the notes thereto, the Rio das Contas Financial Statements included elsewhere in this prospectus, as well as the information presented under "Selected historical financial data" and "Unaudited condensed combined pro forma financial data."

The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in "Forward-looking statements" and "Risk factors."

Overview

We are an independent oil and natural gas exploration and production, or E&P, company with operations in South America and a proven track record of growth in production, reserves and cash flows since 2006. We operate in Chile, Colombia and, to a lesser extent, in Argentina, and we expect to begin operating in Brazil by the end of 2013, following the closing of our pending Rio das Contas acquisition and the separate award to us of seven new concessions in Brazil (which we refer to collectively as our Brazil Acquisitions). See "—Recent developments."

We have a well-balanced portfolio of assets that includes working and/or economic interests in 19 onshore hydrocarbons blocks, with nine blocks currently in production, and eight additional blocks upon the closing of the pending Brazil Acquisitions. We produced a net average of 13,221 boepd during the first half of 2013, 58% of which was produced in Chile, 42% of which was produced in Colombia and 0.4% of which was produced in Argentina, and of which 80% was oil. Accounting for our pending Rio das Contas acquisition, on a pro forma basis, we would have produced an average of 17,135 boepd during the first half of 2013, with Chile, Colombia and Brazil representing 44%, 32% and 23% of our production, respectively, and with oil representing 62% of our total production. As of December 31, 2012, we had net proved reserves of 16.8 mmboe (composed of 71% oil and 29% natural gas), of which 10.2 mmboe, or 61%, and 6.6 mmboe, or 39%, were in Chile and Colombia, respectively. According to the D&M Brazil and Colombia Reserves Report, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe (composed of 100% oil). Additionally, according to this report, as of June 30, 2013, Rio das Contas had net proved reserves of 8.1 mmboe (composed of approximately 99% natural gas).

Factors affecting our results of operations

We describe below the period-to-period comparisons of our historical results and the analysis of our financial condition. Our future results could differ materially from our historical results due to a variety of factors, including the following:

Discovery and exploitation of reserves

Our results of operations depend on our level of success in finding, acquiring (including through bidding rounds) or gaining access to oil and natural gas reserves. While we have geological reports evaluating certain proved, contingent and prospective resources in our blocks, there is no assurance that we will continue to be successful in the exploration, appraisal, development and commercial production of oil and natural gas. The calculation of our geological and petrophysical estimates is complex and imprecise, and it is possible that our future exploration will not result in additional discoveries, and, even if we are able to

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successfully make such discoveries, there is no certainty that the discoveries will be commercially viable to produce. We have been able to successfully develop our assets through drilling, with 69%, or 95, of the 138 exploratory, appraisal and development wells that we drilled from January 1, 2006 through June 30, 2013 becoming productive wells.

Currently, we are in the midst of our most significant exploration and drilling plan to date. For the first six months of 2013, we drilled 25 new wells (nine in Chile and 16 in Colombia) in blocks in which we have working interests and/or economic interests. We invested US$147.1 million (US$91.2 million and US$55.9 million in Chile and Colombia, respectively) for the first six months of 2013, of which US$84.0 million related to exploration. We intend to continue this program through the rest of 2013, and expect our total investments for 2013 to be between US$200 to US$230 million in Chile and Colombia, which will include the drilling of 35 to 45 wells.

Our results of operations will be adversely affected in the event that our estimated oil and natural gas asset base does not result in additional reserves that may eventually be commercially developed. In addition, there can be no assurance that we will acquire new exploration blocks or gain access to exploration blocks that contain reserves. Unless we succeed in exploration and development activities, or acquire properties that contain new reserves, our anticipated reserves will continually decrease, which would have a material adverse effect on our business, results of operations and financial condition.

Oil and gas revenue and international prices

Our revenues are derived from the sale of our oil and natural gas production, as well as of condensate derived from the production of natural gas. Our oil and natural gas prices are driven by the international prices of oil and methanol (for our Chilean gas production), respectively, which are denominated in U.S. dollars. The price realized for the oil we produce is linked to WTI and Brent, U.S. dollar denominated international benchmarks. The price realized for the natural gas we produce in Chile is linked to the international price of methanol, which is settled in the international markets in U.S. dollars. The market price of these commodities is subject to significant fluctuation and has historically fluctuated widely in response to relatively minor changes in the global supply and demand for oil, natural gas, market uncertainty, economic conditions and a variety of additional factors.

For example, from January 1, 2010 to June 30, 2013, NYMEX WTI crude oil contracts prices ranged from a low of US$64.78 per bbl to a high of US$113.39 per bbl, Henry Hub natural gas average monthly spot prices ranged from a low of US$1.82 per mmbtu to a high of US$7.51 per mmbtu, US Gulf methanol spot barge prices ranged from a low of US$324.61 per metric ton to a high of US$493.63 per metric ton and Brent spot prices ranged from a low of US$67.18 per barrel to a high of US$128.14 per barrel. We have historically not hedged our production to protect against fluctuations.

Additionally, the oil and gas we sell may be subject to certain discounts. For instance, in Chile, the price of oil we sell to ENAP is based on WTI minus certain marketing and quality discounts based on, among other things, API and mercury content. Mercury content can vary depending on the geology and features in each field. For the six-month periods ended June 30, 2013 and 2012, these discounts resulted in average deductions in price of US$12.5 per bbl and US$9.7 per bbl, respectively, and realized prices of US$81.4 per bbl and US$89.6 per bbl, respectively.

We have a long-term gas supply contract with Methanex. The price of the gas sold under this contract is determined based on a formula that takes into account various international prices of methanol, including US Gulf methanol spot barge prices, methanol spot Rotterdam prices and spot prices in Asia. See "Risk factors—Risks relating to our business—A substantial or extended decline in oil, natural gas and methanol

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prices may materially adversely affect our business, financial condition or results of operations." As of the date of this prospectus, we had not entered into any derivative arrangements or contracts to mitigate the impact on our results of operations of fluctuations in commodity prices.

In Chile, if the market prices of WTI and methanol had fallen by 10% as compared to actual prices during the year, with all other variables held constant, after-tax profit for the year ended December 31, 2012 would have been lower by US$13.0 million (US$9.5 million in 2011).

In Colombia, the price of oil we sell is based on Brent, adjusted for certain marketing and quality discounts based on, among other things, API, viscosity, sulphur, delivery point and water content. For the six-month period ended June 30, 2013, these discounts resulted in average deductions in price of US$19.8 per bbl and an average realized price of US$79.7 per bbl. Our oil sales contracts in Colombia are short-term agreements and do not commit the parties to a minimum volume, and are subject to the ability of either party to receive or deliver the production, as applicable.

In Brazil, prices for gas produced in the Manati Field are based on a long-term off-take contract with Petrobras. For the six-month period ended June 30, 2013, Rio das Contas's average sale price was US$41.8/boe. The price of gas sold under this contract is denominated in reais and is adjusted annually for inflation pursuant to the Brazilian General Market Price Index (Índice Geral de Preços—Mercado), or IGPM.

Production costs

Our production costs consist primarily of expenses associated with the production of oil and gas, the most significant of which are gas plant leasing, facilities and wells maintenance (including pulling works), labor costs, contractor and consultant fees, chemical analysis, royalties and products, among others. As commodity prices increase, our production costs may increase. We have historically not hedged our costs to protect against fluctuations.

Availability and reliability of infrastructure

Our business depends on the availability and reliability of operating and transportation infrastructure in the areas in which we operate. Prices and availability for equipment and infrastructure, and the maintenance thereof, affect our ability to make the investments necessary to operate our business, and thus our results of operations and financial condition. See "Risk factors—Risks relating to our business—Our inability to access needed equipment and infrastructure in a timely manner may hinder our access to oil and natural gas markets and generate significant incremental costs or delays in our oil and natural gas production."

In order to mitigate the risk of unavailability of operating and transportation infrastructure, we have invested in the construction of plant and pipeline infrastructure to produce, process and store hydrocarbon reserves and to transport them to market. In the Fell Block, for example, we have constructed over 120 km of pipeline and a gas plant with a processing and compression capacity of 35.3 mmcfpd. We are also currently constructing an oil treatment plant with a processing capacity of 9,500 bopd to service oil produced in the Fell Block, which we expect will become operative in the second half of 2013.

Production levels

Our oil and gas production levels are heavily influenced by drilling results, our acquisitions and oil and natural gas prices. Since being awarded 100% of the working interest in the Fell Block in 2006, and through June 30, 2013, we have drilled 89 exploratory, appraisal and development wells in the Fell Block, with 72%, or 64, of such wells becoming productive. Production at the Fell Block has increased from

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6,242 boepd in 2009 to 7,615 boepd as of June 30, 2013. Since acquiring our Colombian operations and through June 30, 2013, 40 exploratory, appraisal and development wells have been drilled in blocks in which we have working interests and/or economic interests, with 70% of such wells becoming productive. Production in our Colombian operations has increased from 2,965 boepd for the month of April 30, 2012 (the first full month following our Colombian acquisitions) to 5,550 boepd for the month of June 30, 2013.

We expect that fluctuations in our financial condition and results of operations will be driven by the rate at which production volumes from our wells decline. As initial reservoir pressures are depleted, oil and gas production from a given well will decline over time. See "Risk factors—Risks relating to our business—Unless we replace our oil and natural gas reserves, our reserves and production will decline over time. Our business is dependent on our continued successful identification of productive fields and prospects and the identified locations in which we drill in the future may not yield oil or natural gas in commercial quantities."

Contractual obligations

In order to protect our exploration and production rights in our license areas, we must make and declare discoveries within certain time periods specified in our various special contracts, E&P Contracts and concession agreements. The costs to maintain or operate our license areas may fluctuate or increase significantly, and we may not be able to meet our commitments under these agreements on commercially reasonable terms or at all, which may force us to forfeit our interests in such areas. If we do not succeed in renewing these agreements, or in securing new ones, our ability to grow our business may be materially impaired. See "Risk factors—Risks relating to our business—Under the terms of some of our various CEOPs, E&P Contracts and concession agreements, we are obligated to drill wells, declare any discoveries and file periodic reports in order to retain our rights and establish development areas. Failure to meet these obligations may result in the loss of our interests in the undeveloped parts of our blocks or concession areas."

Administrative costs

Our administrative costs increased by US$11.0 million, or 59%, from 2011 to 2012, a significant portion of which was attributable to our acquisitions of Winchester, Luna and Cuerva in the first quarter of 2012. Our administrative costs for the six months ended June 30, 2013 increased by US$7.2 million, or 52.9%, compared to the six-month period ended June 30, 2012, as a result of an increase in staff costs of US$3.8 million, including an increase of US$1.3 million in share based payments, and higher costs associated with new business developments. Furthermore, we expect administrative costs to increase as a result of our pending Brazil Acquisitions, and as a result of becoming a publicly traded company in the United States. Public company costs include expenses associated with our annual and quarterly reporting, investor relations, registrar and transfer agent fees, incremental insurance costs and accounting and legal services.

Acquisitions

Our results of operations are significantly affected by our past acquisitions. We generally incorporate our acquired business into our results of operations at or around the date of closing, which limits the comparability of periods including such acquisitions, including our Colombian Acquisitions in 2012, with periods prior to them. This is also expected to be the case for our pending Brazil Acquisitions. See "Unaudited condensed combined pro forma financial data" for a pro forma analysis of our financial condition and results of operations.

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As described above, part of our strategy is to acquire and consolidate assets in South America. We intend to continue to selectively acquire companies, producing properties and concessions. As with our historical acquisitions, any future acquisitions could make year-to-year comparisons of our results of operations difficult. We may also incur substantial debt, issue additional equity securities or use other funding sources to fund future acquisitions.

Functional and presentational currency

Our Consolidated Financial Statements are presented in U.S. dollars, which is our functional and presentational currency. Items included in the financial information of each of our entities are measured using the currency of the primary economic environment in which the entity operates, or the functional currency, which is the U.S. dollar in each case, except for our pending Brazil operations, where the functional currency will be the real.

Geographical segment reporting

We divide our business into four geographical segments—Chile, Colombia, Brazil and Argentina—that correspond to our principal jurisdictions of operation. Activities not falling into these four geographical segments are reported under a separate corporate segment that primarily includes certain corporate administrative costs not attributable to another segment. As of June 30, 2013, our Chilean segment contributed US$82.9 million, or 51.5%, of our revenues, our Colombian segment contributed US$77.2 million, or 48.0%, of our revenues and our Argentine segment contributed US$0.7 million, or 0.5%, of our revenues. On a pro forma basis, our pending Brazil operations represented 13.3% of our revenues for the six-month period ended June 30, 2013.

In the description of our results of operations that follow, our "Other" operations reflect our non-Chilean and non-Colombian operations, primarily consisting of our Argentine, Brazilian and corporate head office operations.

Description of principal line items

The following is a brief description of the principal line items of our statement of income.

Net revenue

Net revenue includes the sale of crude oil, condensate and natural gas net of value-added tax, or VAT, and discounts related to the sale, such as API and mercury adjustments. Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, the associated costs and amount of revenue can be estimated reliably, recovery of the consideration is probable, and there is no continuing management involvement with the goods.

Production costs

For a description of our production costs, see "—Factors affecting our results of operations."

Capitalized costs of proved oil and natural gas properties are depreciated on a licensed-area-by-licensed-area basis, using the unit of production method, based on commercial proved and probable reserves as calculated under the Petroleum Resources Management System methodology promulgated by the Society of Petroleum Engineers, and the World Petroleum Council, or the PRMS, which differs from SEC reporting guidelines pursuant to which certain information in the forepart of this prospectus is presented. The calculation of the "unit of production" depreciation takes into account

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estimated future discovery and development costs. Changes in reserves and cost estimates are recognized prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Exploration costs

Exploration costs consist of geosciences costs, including wages and salaries and share-based compensation not subject to capitalization, impairment losses, write-offs of unsuccessful exploration efforts, geological consultancy costs and costs relating to independent reservoir engineer studies. In particular, upon completion of the evaluation phase, a prospect is either transferred to oil and gas properties if it contains reserves, or is charged as exploration costs in the period in which the determination is made. See "—Critical accounting policies and estimates—Oil and gas accounting."

Administrative costs

Administrative costs consist of corporate costs such as director fees and travel expenses, new project evaluations and back-office expenses principally comprised of wages and salaries, share-based compensation, consultant fees and other administrative costs, including certain costs relating to acquisitions.

Selling expenses

Selling expenses consist primarily of transportation and storage costs.

Financial results, net

Financial results, net consists of financial income offset by financial expenses. Financial income includes interest received from bank time deposits and the effect of exchange rate differences. Financial expenses principally include interest expense not subject to capitalization, bank charges, the effect of exchange rate differences and the unwinding of long-term liabilities.

Profit for the period attributable to owners of the Company

Profit for the period attributable to owners of the Company consists of profit for the year less non-controlling interest.

Results of operations

The following discussion is of certain financial and operating data for the periods indicated. You should read this discussion in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this prospectus.

We acquired Winchester and Luna on February 14, 2012 and Cuerva on March 27, 2012. Accordingly, our results for the six-month period ended June 30, 2013 and the year ended December 31, 2012 are not fully comparable with prior periods. For accounting purposes, the results of operations of Winchester, Luna and Cuerva were consolidated into our financial statements beginning on January 31, 2012, January 31, 2012 and June 30, 2012, respectively. See Note 35 to our Annual Consolidated Financial Statements.

In addition, our Consolidated Financial Statements will not be fully comparable with our consolidated financial statements prepared for any period following the date upon which we fully consolidate Rio das Contas into our operations for accounting purposes. See "Presentation of financial and other information."

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Six-month period ended June 30, 2013 compared to six-month period ended June 30, 2012

The following table summarizes certain financial and operating data for the six-month periods ended June 30, 2013 and 2012.

	Six months ended June 30,
(in thousands of US$, except for percentages)	2013			2012			% Change from prior period
	(unaudited)
Revenues
Net oil sales		149,817			104,893			43%
Net gas sales		10,989			17,098			(36)%
Net revenue		160,806			121,991			32%
Production costs		(81,147	)		(54,668	)		48%
Gross profit(1)		79,659			67,323			18%
Gross margin (%)(2)		49.5			55.2			(10)%
Exploration costs		(13,587	)		(10,199	)		33%
Administrative costs		(20,730	)		(13,562	)		53%
Selling expenses		(7,658	)		(7,981	)		(4)%
Other operating income (expense)		4,205			(413	)		1,118%
Operating profit		41,889			35,168			19%
Financial results, net		(20,562	)		(7,344	)		180%
Bargain purchase gain on acquisition of subsidiaries		—			8,401			(100)%
Profit before income tax		21,327			36,225			(41)%
Income tax expense		(7,092	)		(10,863	)		(35)%
Profit for the period		14,235			25,362			(44)%
Non-controlling interest		5,619			5,458			3%
Profit for the period attributable to owners of the Company		8,616			19,904			(57)%
Net production volumes
Oil (mbbl)		1,926			1,129			71%
Gas (mcf)		2,803			4,889			(43)%
Total net production (mboe)		2,393			1,944			23%
Average net production (boepd)		13,221			11,939			11%
Average realized sales price
Oil (US$ per bbl)		80.5			94.6			(15)%
Gas (US$ per mcf)		4.5			4.1			10%
Average realized sales price per boe (US$)		70.6			66.7			6%
Average unit costs per boe (US$)
Operating cost		17.0			13.1			30%
Royalties and other		3.6			3.2			13%
Production costs(3)		20.6			16.3			26%
Depreciation		13.3			11.8			13%
Total production cost		33.9			28.1			21%
Exploration costs		5.7			5.2			10%
Administrative costs		8.7			7.0			24%
Selling expenses		3.2			4.1			(22)%

(1)    Gross profit is defined as total revenue minus production costs.

(2)    Gross margin is defined as total revenue minus production costs, divided by total revenue.

(3)    Calculated pursuant to FASB ASC 932.

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The following table summarizes certain financial and operating data.

	Six-month period ended June 30,
	2013								2012
(in thousands of US$)	Chile		Colombia		Other		Total		Chile		Colombia		Other		Total
	(unaudited)
Net revenue		82,855		77,218		733		160,806		85,320		36,007		664		121,991
Gross profit		49,167		30,473		19		79,659		52,135		14,888		300		67,323
Depreciation		15,437		17,027		141		32,605		15,859		7,005		531		23,395
Impairment and write-offs		8,753		3,035		—		11,788		5,945		2,619		—		8,564

Net revenue

For the six-month period ended June 30, 2013, 93.2% and 6.8% of our total revenues were derived from crude oil sales and natural gas sales, respectively.

	Six-month period ended June 30,
Consolidated (in thousands of US$)
	2013		2012
	(unaudited)
Sale of crude oil		149,817		104,893
Sale of gas		10,989		17,098
Total		160,806		121,991

	Six-month period ended June 30,				Change from prior period
By country (in thousands of US$)
	2013		2012					%
	(unaudited)
Chile		82,855		85,320		(2,465	)		(3	)
Colombia		77,218		36,007		41,211			114
Other		733		664		69			10
Total		160,806		121,991		38,815			32

Net revenue increased 31.8%, from US$122.0 million for the six-month period ended June 30, 2012 to US$160.8 million for the six-month period ended June 30, 2013, primarily as a result of the incorporation of a full six months of Colombian operations in our results as compared to the similar period in 2012.

The increase in net revenue is explained by:

•

an increase of US$60.6 million in oil deliveries (including US$41.2 million in additional oil deliveries in Colombia), and

•

an increase of US$1.9 million from the realized price for gas sold;

partially offset by:

•

a decrease of US$8.1 million in gas deliveries, and

•

a decrease of US$15.6 million from the realized price for oil sold.

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Net revenue attributable to our operations in Chile was US$82.9 million and US$85.3 million for the six-month periods ended June 30, 2013 and 2012, respectively, representing 51.5% and 69.9% of our total consolidated sales, respectively, a 2.9% decrease from the six-month period ended June 30, 2012. Sales of crude oil increased from 758 mbbl for such period in 2012 to 883 mbbl in 2013, a 16.4% increase, due to new discoveries made in the Tobífera formation, which increased production at Konawentru field. This was partially offset by (i) a decrease in the average realized prices per barrel of crude oil of US$8.2 per barrel, or 9.1%, from US$89.6 per barrel for the six-month period ended June 30, 2012, to US$81.4 per barrel for the six-month period ended June 30, 2013, of which US$2.8 per barrel was attributable to quality discounts in the oil we produced and the rest was attributable to WTI variation, and (ii) a reduction in Chilean gas sales in an amount of US$6.1 million, or 35.7%, from US$17.1 million for the six-month period ended June 30, 2012 to US$11.0 million for the six-month period ended June 30, 2013. The lower gas sales resulted from reduced drilling activity for gas prospects, as we focused on oil prospects, and from the temporary shutdown of the Methanex plant, to which we deliver our gas. During the temporary shutdown, which began in April 2013, we reduced our gas deliveries to Methanex by 35.7% per day. We have been informed by Methanex that the plant will resume activities by the end of September 2013.

Net revenue attributable to our operations in Colombia for the six-month period ended June 30, 2013 was US$77.2 million compared to US$36.0 million for the six-month period ended June 30, 2012, primarily due to increased sales of crude oil, from 303 mbbl for the six-month period ended June 30, 2012 to 906 mbbl for the six-month period ended June 30, 2013, an increase of 198.9%. This increase resulted from (i) the incorporation of an additional three months of Cuerva's results in the six-month period ended June 30, 2013 and the incorporation of an additional month of Winchester and Luna's operations (the revenues for the corresponding period that were not included in the six-month period ended June 30, 2012 were $23.8 million) as compared to the same period in 2012, and (ii) the development of the Max and Tua fields and our discoveries of the Tarotaro and Potrillo fields. This was partially offset by a decrease in the average realized prices per barrel of crude oil from US$108 per barrel to US$80, primarily due to (i) the change in our commercial strategy in Colombia (whereas we had historically delivered all of our production at the port of Coveñas, in 2013, we began selling a portion of our production at well heads. Consequently, our transportation costs, recorded in selling expenses were reduced, which resulted in a corresponding reduction in our sales price), and (ii) changes in the price of Brent.

Our Colombian operations contributed 48.0% and 29.5%, respectively, to our net revenue for the six-month periods ended June 30, 2013 and 2012.

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Production costs

The following table summarizes our production costs for the six-month periods ended June 30, 2013 and 2012, on a consolidated basis, and by country.

	Six-month period ended June 30,
Consolidated (in thousands of US$, except for percentages)	2013			2012			% Change from prior period
	(unaudited)
Depreciation		(31,898	)		(22,950	)		39%
Royalties		(8,650	)		(6,283	)		38%
Staff costs		(7,518	)		(4,310	)		74%
Transportation costs		(4,946	)		(3,213	)		54%
Well and facilities maintenance		(9,003	)		(4,127	)		118%
Consumables		(6,610	)		(3,996	)		65%
Equipment rental		(2,360	)		(3,044	)		(22)%
Other costs		(10,162	)		(6,745	)		51%
Total		(81,147	)		(54,668	)		48%

	Six-month period ended June 30,
	2013						2012
By country (in thousands of US$)
	Chile			Colombia			Chile			Colombia
	(unaudited)
Depreciation		(14,936	)		(16,949	)		(15,562	)		(6,957	)
Royalties		(3,912	)		(4,674	)		(4,097	)		(2,093	)
Staff costs		(3,019	)		(4,676	)		(3,588	)		(1,738	)
Transportation costs		(3,113	)		(1,741	)		(2,836	)		(296	)
Well and facilities maintenance		(4,252	)		(4,544	)		(2,483	)		(1,523	)
Consumables		(925	)		(5,639	)		(1,381	)		(2,580	)
Equipment rental		—			(2,360	)		—			(3,044	)
Other costs		(3,531	)		(6,162	)		(3,236	)		(2,888	)
Total		(33,688	)		(46,745	)		(33,185	)		(21,119	)

Production costs increased 48%, from US$54.7 million for the six-month period ended June 30, 2012 to US$81.1 million for the six-month period ended June 30, 2013, primarily as the result of the incorporation of a full six months of our Colombian operations in our results, which resulted in our revenue mix to be 93.2% oil and 6.8% gas. Production costs for oil are higher than for gas.

For the six-month period ended June 30, 2013, in Chile, operating costs (production costs less depreciation, royalties and share-based payments) increased to US$10.5 per boe from US$8.1 per boe in the same period in 2012. This increase was driven by an increase in well and facilities maintenance, an increase of US$1.5 million in pulling costs recorded under production costs and the continuing change in revenue mix from gas to oil. In the first six months of 2013, the revenue mix for Chile was split 86.7% oil and 13.3% gas, whereas for the same period in 2012 it was 80.0% oil and 20.0% gas.

Operating costs in Colombia increased 105.9% for the six-month period ended June 30, 2013 as compared to the corresponding period in 2012, primarily due to the incorporation of a full six months of our

109

Colombian operations in our results and increases in production. However, operating costs per boe in Colombia decreased to US$24.7 per boe for the six-month period ended June 30, 2013 from US$36.6 per boe for the corresponding period in 2012 due to a similar amount of fixed costs spread over increased production.

Gross profit

	Six-month period ended June 30,				Change from prior period
(in thousands of US$, except for percentages)	2013		2012					%
	(unaudited)
Chile		49,167		52,135		(2,968	)		(6	)
Colombia		30,473		14,888		15,585			105
Other		19		300		(281	)		(94	)
Total		79,659		67,323		12,336			18

Gross profit increased 18.3%, from US$67.3 million for the six-month period ended June 30, 2012 to US$79.7 million for the corresponding period in 2013, primarily as a result of the incorporation of a full six months of our Colombian operations in our results. Gross margin for the six-month period ended June 30, 2013 was 49.5%, which represented a decrease of 10% as compared to gross margin for the six-month period ended June 30, 2012 of 55.2%, due to the incorporation of our Colombian acquisitions into our results for the first six months of 2013, which resulted in higher royalties and depreciation charges in Colombia than the corresponding period in 2012.

Gross profit per barrel decreased from US$34.6 for the six-month period ended June 30, 2012 to US$33.3 for the corresponding period in 2013, primarily as a result of the change in our commercial strategy in Colombia. Whereas we had historically delivered all of our production at the port of Coveñas, which involved additional transportation costs (recorded in selling expenses, and therefore not reflected in gross margin), in 2013, we began selling a portion of our production at the well head, which resulted in a reduction in our transportation costs and a corresponding reduction in our sales price.

Accordingly, our production costs per barrel for the six-month period ended June 30, 2013 in Chile were US$24.4 as compared to US$46.5 in Colombia.

Gross profit attributable to our operations in Chile for the six-month period ended June 30, 2013 was US$49.2 million, a 6% decrease from US$52.1 million for the corresponding period in 2012 due to increased production costs. The contribution to our gross profit during such periods from our operations in Chile was 61.7% and 77.4%, respectively.

Gross profit attributable to our operations in Colombia for the six-month period ended June 30, 2013 was US$30.5 million, a 105% increase from US$14.9 million for the corresponding period in 2012. The contribution to our gross profit during such periods from our operations in Colombia was 38.3% and 22.1%, respectively.

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Exploration costs

	Six-month period ended June 30,				Change from prior period
(In thousands of US$, except for percentages)	2013		2012				%
	(unaudited)
Chile		8,992		7,206		1,786		25
Colombia		3,050		2,718		332		12
Other		1,545		275		1,270		462
Total		13,587		10,199		3,388		33

Exploration costs increased 33%, from US$10.2 million for the six-month period ended June 30, 2012 to US$13.6 million for the six-month period ended June 30, 2013, primarily as the result of the recognition of write-offs of unsuccessful efforts in an amount of US$11.8 million (one well in the Fell Block for US$3.6 million, one well in the Tranquilo Block for US$1.1 million, seismic surveys and other costs in the Otway Block for US$4.1 million and three wells in Colombia for US$3.0 million), as compared to US$8.5 million (two wells in the Fell Block for US$5.9 million and costs associated with four wells in Colombia for US$2.6 million) in such write-offs in the same period in 2012.

Administrative costs

	Six-month period ended June 30,				Change from prior period
(In thousands of US$, except for percentages)	2013		2012					%
	(unaudited)
Chile		8,110		4,014		4,096			102
Colombia		5,238		2,086		3,152			151
Other		7,382		7,462		(80	)		(1	)
Total		20,730		13,562		7,168			53

Administrative costs increased 53%, from US$13.6 million for the six-month period ended June 30, 2012 to US$20.7 million for the six-month period ended June 30, 2013, primarily as a result of an increase in costs in: (1) our Chilean operations, from US$4.0 million in the first six months of 2012 to US$8.1 million in the first six months of 2013, mainly due to the startup of our operations in Tierra del Fuego; and (2) the incorporation of our Colombian operations into our results.

Selling expenses

	Six-month period ended June 30,				Change from prior period
(In thousands of US$, except for percentages)	2013		2012					%
	(unaudited)
Chile		2,265		2,412		(147	)		(6	)
Colombia		5,145		5,422		(277	)		(5	)
Other		248		147		101			69
Total		7,658		7,981		(323	)		(4	)

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Selling expenses decreased 4%, from US$8.0 million for the six-month period ended June 30, 2012 to US$7.7 million for the six-month period ended June 30, 2013, primarily due to the change in the delivery point for certain of our production in our Colombian operations. In our Chilean operations, selling expenses were 6% lower compared to the same period of the prior year, primarily as a result of the impact of the DOP penalty we paid to Methanex in 2012, partially offset by the increase in oil sales in Chile.

Operating profit

	Six-month period ended June 30,						Change from prior period
(in thousands of US$, except for percentages)	2013			2012						%
	(unaudited)
Chile		33,239			36,572			(3,333	)		(9	)
Colombia		17,801			4,625			13,176			285
Other		(9,151	)		(6,029	)		(3,122	)		52
Total		41,889			35,168			6,721			19

We recorded an operating profit of US$41.9 million for the six-month period ended June 30, 2013, a 19% increase from US$35.2 million for the six-month period ended June 30, 2012, primarily due to the incorporation of a full six months of our Colombian operations into our results, which was slightly offset by a decrease in profit in our Chilean operations. In addition, during the six-month period ended June 30, 2013, in Chile, we recognized a gain amounting to US$3.2 million in other operating income related to the reversal of certain provisions previously recorded that, based on the view of our management and legal advisors, were extinguished as the statute of limitations was reached.

Financial results, net

Financial loss increased 180% to US$20.6 million, due to the accelerated amortization of debt issuance costs incurred in connection with the redemption of the Notes due 2015 in an amount of US$8.6 million following the issuance of the Notes due 2020 in the six-month period ended June 30, 2013, the incorporation of a full six months of our Colombian operations into our results and higher interest expenses generated by the issuance of the Notes due 2020 in an amount of US$3.8 million.

Profit before income tax

	Six-month period ended June 30,						Change from prior period
(in thousands of US$, except for percentages)	2013			2012						%
	(unaudited)
Chile		23,107			30,162			(7,055	)		(23	)
Colombia		14,369			12,525			1,844			15
Other		(16,149	)		(6,462	)		(9,687	)		150
Total		21,327			36,225			(14,898	)		(41	)

For the six-month period ended June 30, 2013, we recorded a profit before income tax of US$21.3 million, a decrease of 41% from US$36.2 million for the six-month period ended June 30, 2012, primarily due to the occurrence of two non-recurring items: (1) accelerated amortization of debt issuance costs described above; and (2) the comparative effect of a bargain purchase gain on acquisition of subsidiaries of

112

US$8.4 million as a result of the acquisitions of Winchester and Luna recorded in the six-month period ended June 30, 2012.

Income tax

	Six-month period ended June 30,					Change from prior period
(In thousands of US$, except for percentages)	2013			2012					%
	(unaudited)
Chile		3,278			7,947		(4,669	)		(59	)
Colombia		5,812			2,916		2,896			99
Other		(1,998	)		—		(1,998	)		(100	)
Total		7,092			10,863		(3,771	)		(35	)

Income tax decreased 35%, from US$10.9 million for the six-month period ended June 30, 2012 to US$7.1 million for the six-month period ended June 30, 2013, as a result of increased financial expenses, which had the effect of reducing our taxable income. However, despite this decrease, our effective tax rate for the six-month period ended June 30, 2013 was 33% as compared to 30% in the six-month period ended June 30, 2012. The effective tax rate was influenced by the incorporation of a full six months of our Colombian operations in our results, which are subject to a higher tax rate than our other operations, and the non-recurring tax exempted bargain purchase gain on acquisition of subsidiaries.

Profit for the period

	Six-month period ended June 30,						Change from prior period
(in thousands of US$, except for percentages)	2013			2012						%
	(unaudited)
Chile		19,829			22,215			(2,386	)		(11	)
Colombia		8,557			9,609			(1,052	)		(11	)
Other		(14,151	)		(6,462	)		(7,689	)		119
Total		14,235			25,362			(11,127	)		(44	)

For the six-month period ended June 30, 2013, we recorded a profit of US$14.2 million, a 44% decrease from US$25.4 million for the six-month period ended June 30, 2012, as a result of the factors described above.

Profit for the period attributable to owners of the Company

Profit for the period attributable to owners of the Company decreased by 57% to US$8.6 million, for the reasons described above. Profit attributable to non-controlling interest increased by 3% to US$5.6 million for the six-month period ended June 30, 2013 as compared to the prior period due to the incorporation of a full six months of our Colombian operations and an increase in non-controlling interest resulting from LGI's acquisition of a 20% interest in our Colombian operations, partially offset by a lower contribution to profit for the period from our Chilean operations.

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Year ended December 31, 2012 compared to year ended December 31, 2011

The following table summarizes certain of our financial and operating data for the years ended December 31, 2012 and 2011.

	For the year ended December 31,
(in thousands of US$, except for percentages)	2012			2011			% Change from prior year
Revenue
Net oil sales		221,564			73,508			201%
Net gas sales		28,914			38,072			(24)%
Net revenue		250,478			111,580			124%
Production costs		(129,235	)		(54,513	)		137%
Gross profit		121,243			57,067			112%
Gross margin (%)(1)		48%			51%			(3)%
Exploration costs		(27,890	)		(10,066	)		177%
Administrative costs		(28,798	)		(18,169	)		59%
Selling expenses		(24,631	)		(2,546	)		867%
Other operating income/(expense)		823			(502	)		164%
Operating profit		40,747			25,784			58%
Financial income		892			162			451%
Financial expenses		(17,200	)		(13,678	)		26%
Bargain purchase gain on acquisition of subsidiaries		8,401			—			—
Profit before income tax		32,840			12,268			168%
Income tax		(14,394	)		(7,206	)		100%
Profit for the year		18,446			5,062			264%
Non-controlling interest		6,567			5,008			31%
Profit for the year attributable to owners of the Company		11,879			54			21,898%
Net production volumes
Oil (mbbl)		2,513			916			174%
Gas (mcf)		8,346			11,135			(25)%
Total net production (mboe)		3,904			2,771			41%
Average net production (boepd)		11,292			7,593			49%
Average realized sales price
Oil (US$ per bbl)		90.5			83.8			8%
Gas (US$ per mmcf)		4.0			3.9			2%
Average realized sales price per boe (US$)		69.1			44.6			55%
Average unit costs per boe (US$)
Operating cost		16.8			8.6			95%
Royalties and other		2.9			1.7			71%
Production costs(2)		19.7			10.3			91%
Depreciation		13.4			9.3			44%
Total production cost		33.1			19.7			68%
Exploration costs		7.1			3.6			97%
Administrative costs		7.4			6.6			12%
Selling expenses		6.3			0.9			600%

(1)    Gross margin is defined as total revenue minus production costs, divided by total revenue.

(2)    Calculated pursuant to FASB ASC 932.

114

The following table summarizes certain financial and operating data.

	For the year ended December 31,
	2012												2011
(in thousands of US$)	Chile			Colombia			Other			Total			Chile			Colombia		Other			Total
Net revenue		149,927			99,501			1,050			250,478			110,103			—		1,477			111,580
Gross profit/(loss)		84,133			39,304			(2,194	)		121,243			56,888			—		179			57,067
Depreciation		(28,734	)		(21,050	)		(3,533	)		(53,317	)		(25,297	)		—		(1,111	)		(26,408	)
Impairment and write-off		(18,490	)		(5,147	)		(1,915	)		(25,552	)		(5,919	)		—		(1,344	)		(7,263	)

Net revenue

For the year ended December 31, 2012, crude oil sales were our principal source of revenue, with 88% and 12% of our total revenue from crude oil and gas sales, respectively. The following chart shows the increase in oil and natural gas sales from the year ended December 31, 2011 to the year ended December 31, 2012.

	For the year ended December 31,
Consolidated (in thousands of US$)
	2012		2011
Sale of crude oil		221,564		73,508
Sale of gas		28,914		38,072
Total		250,478		111,580

	Year ended December 31,				Change from prior year
By country (in thousands of US$, except for percentages)
	2012		2011					%
Chile		149,927		110,103		39,824			36%
Colombia		99,501		—		99,501			—
Other		1,050		1,477		(427	)		(29)%
Total		250,478		111,580		138,898			124%

Net revenue increased 124%, from US$111.6 million for the year ended December 31, 2011 to US$250.5 million for the year ended December 31, 2012, primarily as a result of the acquisition of Luna and Winchester in February 2012 and Cuerva in March 2012 in Colombia, which increased our volumes of crude sales by 41.5%, and increases in sales of crude oil in Chile. Sales of crude oil increased to 2,448 mbbl in the year ended December 31, 2012 compared to 864 mbbl in the year ended December 31, 2011, and resulted in net revenue of US$221.6 million for the year ended December 31, 2012 compared to US$73.5 million for the year ended December 31, 2011, partially offset by decreases in sales of gas from US$38.1 million for the year ended December 31, 2011 to US$28.9 million for the year ended December 31, 2012.

The increase in 2012 net revenue is explained by:

•

an increase of US$142.2 million in oil deliveries (including US$99.5 million in oil deliveries from Colombia);

•

an increase of US$6.0 million from the realized price for oil sold; and

115

•

an increase of US$1.1 million from the realized price of gas sold;

partially offset by a decrease of US$10.2 million in gas deliveries.

Net revenue attributable to our operations in Chile for the year ended December 31, 2012 was US$149.9 million, a 36% increase from US$110.1 million for the year ended December 31, 2011, principally due to (1) increased sales of crude oil of 1,415 mbbl for the year ended December 31, 2012 compared to 864 mbbl for the year ended December 31, 2011 (an increase of 63.8%) following the discovery of the Konawentru x1 well which was put into production in June 2012, and also other discoveries made in the SerieTobifera, and (2) an increased average realized prices per barrel of crude oil from US$83.8 per barrel for the year December 31, 2011 to US$85.4 per barrel for the year ended December 31, 2012 (an increase of US$1.6 per barrel or a total of 1.9%). The increase in the average realized price per barrel was partly attributable to US$1.0 per barrel less in quality discounts in the year ended December 31, 2012 as compared to the same period in 2011. The increased sales of crude oil were partially offset by a US$9.2 million reduction in gas sales. The contribution to our net revenue during such years from our operations in Chile was 99% and 60%, respectively.

Net revenue attributable to our operations in Colombia for the year ended December 31, 2012 was US$99.5 million. Our Colombian operations contributed 39.7% to our net revenue resulting from sales of crude oil.

Production costs

The following table summarizes our production costs for the years ended December 31, 2012 and 2011.

	For the year ended December 31,
(in thousands of US$, except for percentages)	2012			2011			% Change from prior year
Depreciation		(52,307	)		(25,844	)		102%
Royalties		(11,424	)		(4,843	)		136%
Staff costs		(14,171	)		(6,015	)		136%
Transportation costs		(7,211	)		(2,541	)		184%
Well and facilities maintenance		(9,385	)		(5,080	)		85%
Consumables		(9,884	)		(1,687	)		486%
Equipment rental		(5,936	)		—			—
Other costs		(18,917	)		(8,503	)		122%
Total		(129,235	)		(54,513	)		137%

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	Year ended December 31,
	2012						2011
(in thousands of US$)	Chile			Colombia			Chile			Colombia
Depreciation		(28,120	)		(20,964	)		(24,958	)		—
Royalties		(7,088	)		(4,164	)		(4,634	)		—
Staff costs		(8,560	)		(7,432	)		(6,802	)		—
Transportation costs		(5,986	)		(1,045	)		(2,427	)		—
Well and facilities maintenance		(6,290	)		(2,850	)		(4,817	)		—
Consumables		(2,717	)		(7,090	)		(1,626	)		—
Equipment rental		—			(5,936	)		—			—
Other costs		(7,033	)		(10,716	)		(7,951	)		—
Total		(65,794	)		(60,197	)		(53,215	)		—

Production costs increased 137%, from US$54.5 million for the year ended December 31, 2011 to US$129.2 million for the year ended December 31, 2012, primarily due to the addition of US$60.2 million in such costs from our Colombian operations.

In our Chilean operations, production costs increased by 23.6%, due to the change in revenue mix from gas to oil, which has higher production costs than gas, and due to an increase in our oil production. In the year ended December 31, 2012, in Chile, operating expenditures per boe increased to US$10.2 per boe from US$8.3 per boe in 2011. In the year ended December 31, 2012, the revenue mix for Chile was split 80.7% oil and 19.3% gas, whereas for the same period in 2011 it was 65.4% oil and 34.6% gas.

In our Colombian operations, 34.8% of our production costs were related to depreciation charges, 6.9% of royalties, 11.7% to consumables and 9.9% equipment rental for the year ended December 31, 2012. In the year ended December 31, 2012, in Colombia, operating expenditures were US$30.4 per boe.

Gross profit

	Year ended December 31,					Change from prior year
(in thousands of US$, except for percentages)	2012			2011					%
Chile		84,133			56,888		27,245			48%
Colombia		39,304			—		39,304			—
Other		(2,194	)		179		(2,373	)		(1,325)%
Total		121,243			57,067		64,176			112%

Gross profit increased 112%, from US$57.1 million for the year ended December 31, 2011 to US$121.2 million for the year ended December 31, 2012, as a result of our Colombian acquisitions and increased contribution revenues in our Chilean operations.

As a result, gross margin for the year ended December 31, 2012 was 48%, which represented a decrease of 3% as compared to the gross margin for the year ended December 31, 2011.

Gross profit per boe increased 49% from US$20.6 for the year ended December 31, 2011 to US$30.7 for the year ended December 31, 2012.

Gross profit attributable to our operations in Chile for the year ended December 31, 2012 was US$84.1 million, a 48% increase from US$56.9 million for the year ended December 31, 2011. The

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contribution to our gross profit during such years from our operations in Chile was 69% and 100%, respectively.

Gross profit attributable to our operations in Colombia for the year ended December 31, 2012 was US$39.3 million. The contribution to our gross profit during such period was 32%.

Exploration costs

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011						%
Chile		(20,452	)		(7,486	)		(12,966	)		173%
Colombia		(5,528	)		—			(5,528	)		—
Other		(1,910	)		(2,580	)		670			(26)%
Total		(27,890	)		(10,066	)		17,824			177%

Exploration costs increased 177%, from US$10.1 million for the year ended December 31, 2011 to US$27.9 million for the year ended December 31, 2012, primarily as the result of a 173% increase in exploration costs in Chile, which represented 73% of our exploration costs in 2012. In 2012, we recorded write-offs relating to five of our Chilean wells (two in the Fell Block, two in the Otway Block and one in the Tranquilo Block) and three of our Colombian wells (one in the Cuerva Block, one in the Arrendajo Block and one in the Llanos 17 Block) for a total of US$23.6 million, as compared to write-offs in respect of three of our Chilean wells for a total of US$5.9 million in 2011; and a loss of US$1.9 million generated by our voluntary relinquishment of exploration acreage in the Del Mosquito Block in Argentina in 2012, recorded in our Other operations, compared to a write off in respect of charges from assets relating to the Del Mosquito Block in the amount of US$1.3 million in 2011. See Note 11 to our Annual Consolidated Financial Statements. The incorporation of our Colombian operations into our results resulted in a US$5.5 million (including US$5.1 million in write-offs described above) increase in our exploration costs for 2012.

Administrative costs

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011					%
Chile		(10,879	)		(6,396	)		4,483		70%
Colombia		(7,393	)		—			7,393		—
Other		(10,526	)		(11,773	)		1,247		11%
Total		(28,798	)		(18,169	)		10,629		59%

Administrative costs increased 59%, from US$18.2 million for the year-ended December 31, 2011 to US$28.8 million for the year ended December 31, 2012, as a result of (1) an increase in costs in our Chilean and other operations due to higher costs relating to analyzing new business developments and expansion, including our Colombian acquisitions and our pending Brazil Acquisitions, amounting to US$2.9 million during 2012, as compared to US$1.7 million during 2011, (2) consultant fees amounting to US$5.1 million during 2012, as compared to US$1.9 million during 2011, and (3) the incorporation of our Colombian operations into our results.

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Selling expenses

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011						%
Chile		(5,327	)		(2,231	)		3,096			139%
Colombia		(18,953	)		—			(18,953	)		—
Other		(351	)		(315	)		(36	)		11%
Total		(24,631	)		(2,546	)		(22,085	)		867%

Selling expenses increased 867%, from US$2.6 million for the year ended December 31, 2012 to US$24.6 million for the year ended December 31, 2011, primarily due to higher transportation costs in 2012 in connection with our Colombian operations, in an amount of US$18.9 million. In our Chilean operations, selling expenses were US$3.1 million, or 139%, higher compared to the prior year, primarily as a result of (1) a DOP penalty payment in the amount of US$1.7 million to Methanex as a result of our failure to meet our minimum volume delivery requirements under the Methanex Gas Supply Agreement for each of the months of April through September of 2012 and (2) an increase of US$1.4 million that was primarily due to higher oil sales volumes in Chile.

Operating profit (loss)

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011						%
Chile		47,915			39,425			8,490			22%
Colombia		8,499			—			8,499			—
Other		(15,667	)		(13,641	)		(2,026	)		15%
Total		40,747			25,784			14,963			58%

Operating profit increased 58.0%, primarily due to the incorporation of our Colombian operations into our results and a 22% increase in our Chilean operations in the year ended December 31, 2012 as compared to the prior year, which was partially offset by the operating loss in Other.

Financial results, net

Financial loss increased 21% to US$16.3 million, primarily due to the incurrence of a US$37.5 million loan to partly finance our Colombian acquisitions, and an increase in exchange difference of US$0.5 million in the year ended December 31, 2011 as compared to US$2.5 million in the year ended December 31, 2012, mainly due to the strengthening of the Chilean peso against the U.S. dollar, from Ps. 519.2 as of December 31, 2011 to Ps. 478.6 as of December 31, 2012, which negatively affected our liability net position in local currency related to tax payables.

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Profit before income tax

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011						%
Chile		42,272			26,649			15,623			59%
Colombia		11,223			—			11,223			—
Other		(20,655	)		(14,381	)		(6,274	)		44%
Total		32,840			12,268			20,572			168%

For the year ended December 31, 2012, we recorded a profit before income tax of US$32.8 million, an increase of 168% from US$12.3 million for the year ended December 31, 2011, primarily due to the incorporation of our Colombian operations into our results and a bargain purchase gain on acquisition of subsidiaries of US$8.4 million as a result of the acquisitions of Winchester and Luna in the year ended December 31, 2012.

Income tax

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011						%
Chile		(11,349	)		(7,194	)		(4,155	)		58%
Colombia		(4,976	)		—			(4,976	)		—
Other		1,931			(12	)		1,943			—
Total		(14,394	)		(7,206	)		(7,188	)		100%

Income tax increased 100%, from US$7.2 million for the year ended December 31, 2011 to US$14.4 million for the year ended December 31, 2012, as a result of the incorporation of our Colombian operations into our results and a 58% increase in income tax in our Chilean operations, consistent with the improved profitability of our Chilean operations, offset by the recognition of a deferred tax asset of US$1.9 million resulting from expenses generated at our Chilean holding company. Our effective tax rate for the years ended December 31, 2011 and 2012 was 59% and 44%, respectively, due in part to a non-recurring tax exempted bargain purchase gain on acquisition of subsidiaries.

Profit for the year

	Year ended December 31,						Change from prior year
(in thousands of US$, except for percentages)	2012			2011						%
Chile		30,923			19,455			11,468			59%
Colombia		6,247			—			6,247			—
Other		(18,724	)		(14,393	)		(4,331	)		30%
Total		18,446			5,062			13,384			264%

For the year ended December 31, 2012, we recorded a profit of US$18.4 million, a 264% increase from US$5.1 million for the year ended December 31, 2011, as a result of the reasons described above.

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Profit for the year attributable to owners of the Company

Profit for the period attributable to owners of the Company increased for the reasons described above. Profit attributable to non-controlling interest increased by 31% to US$6.6 million in the year ended December 31, 2012 as compared to the prior year due to increased profit in our Chilean operations.

Liquidity and capital resources

Overview

Our financial condition and liquidity is and will continue to be influenced by a variety of factors, including:

•

our ability to generate cash flows from our operations;

•

our capital expenditure requirements;

•

the level of our outstanding indebtedness and the interest we are obligated to pay on this indebtedness; and

•

changes in exchange rates which will impact our generation of cash flows from operations when measured in U.S. dollars, and, upon the completion of our pending Brazil Acquisitions, the real.

Our principal sources of liquidity have historically been contributed shareholder equity, debt financings and cash generated by our operations in the Fell Block, and, since our acquisitions of Winchester and Luna in the first quarter of 2012, cash generated by our operations in our blocks in Colombia.

We have a proven ability to raise capital. Since 2005, we have raised more than US$109.5 million in equity offerings at the holding company level and more than US$557 million through debt arrangements with multilateral agencies such as the IFC, gas prepayment facilities with Methanex, international bond issuances and bank financings, described further below, which have been used to fund our capital expenditures program and acquisitions and to increase our liquidity.

We have also raised US$173.3 million to date through our strategic partnership with LGI following the sale of minority interests in our Colombian and Chilean operations. We plan to borrow R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) pursuant to a seven-year term variable interest secured loan equal to CDI + 2.5% to finance our pending acquisition of Rio das Contas, and to fund the remaining purchase price with cash on hand. We initially funded our 2012 expansion into Colombia through a US$37.5 million loan, cash on hand and a subsequent sale of a minority interest in our Colombian operations to LGI. We subsequently restructured our outstanding debt in February 2013, by issuing US$300.0 million aggregate principal amount of Notes due 2020, a portion of the proceeds of which we used to prepay the US$37.5 million loan and to redeem all of our outstanding Notes due 2015.

We believe that our cash and cash equivalents on hand, and cash from operations will be adequate to meet our capital expenditure requirements, and liquidity needs for the foreseeable future.

Capital expenditures

We have funded our capital expenditures with proceeds from equity offerings, credit facilities, debt issuances and pre-sale agreements, as well as through cash generated from our operations. We expect to incur substantial expenses and capital expenditures as we develop our oil and natural gas prospects and acquire additional assets.

In the year ended December 31, 2012, we made total capital expenditures of US$303.5 million, which consisted of investments of US$105.3 million relating to our acquisitions of Winchester, Luna and Cuerva in

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Colombia and other investments of US$198.2 million, including the drilling of 45 new wells and the performance of seismic surveys, principally in our Tierra del Fuego Blocks. In the year ended December 31, 2011, our total capital expenditures amounted to US$98.7 million, all of which was used in exploration, development and production activities, including US$57.9 million for the drilling of development wells and facilities and US$39.5 million for the drilling of exploratory wells and seismic studies.

In the first six months of 2013, we made total capital expenditures of US$147.1 million (US$91.2 million and US$55.9 million in Chile and Colombia, respectively), of which US$84.0 million related to exploration. 25 new wells were drilled (nine in Chile and 16 in Colombia) in blocks in which we have working interests and/or economic interests. We intend to continue this program through the rest of 2013, and expect our total capital expenditures for 2013 to be between US$200 to US$230 million in Chile and Colombia, which will include the drilling of 35 to 45 wells, consisting of:

•

US$130-140 million for exploration in Chile, consisting of 13 new wells and approximately 20 workovers in the Fell Block, and six new wells, approximately 5 workovers and 1,300 sq km of seismic surveys in the Tierra del Fuego Blocks; and

•

US$40-50 million for the drilling of eight exploratory wells and 249 sq km of seismic surveys in the Llanos 34 and US$30-40 million, relating to additional eight exploratory wells in our other operating blocks and two workovers, three new wells and one workover in blocks we do not operate in Colombia.

In addition, in Brazil, we expect to spend US$140 million to acquire Rio das Contas, which we intend to finance through the incurrence of a R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) loan and cash on hand. We have also paid R$10.2 million in license fee payments to the ANP, relating to seven of our eight pending Brazilian concessions. We may also be required to spend approximately US$5 million to US$7.5 million to finance in part the construction of a gas compression plant in 2013 or 2014 in the Manati Field following the closing of our pending Rio das Contas acquisition.

In budgeting for our future activities, we have relied on a number of assumptions, including, with regard to our discovery success rate, the number of wells we plan to drill, our working interests in our prospects, the costs involved in developing or participating in the development of a prospect, the timing of third party projects and our ability to obtain needed financing in respect of our pending Rio das Contas acquisition, as well as any further acquisitions and the availability of both suitable equipment and qualified personnel. These assumptions are inherently subject to significant business, political, economic, regulatory, environmental and competitive uncertainties, conditions in the financial markets, contingencies and risks, all of which are difficult to predict and many of which are beyond our control. In addition, we opportunistically seek out new assets and acquisition targets to complement our existing operations, and have financed such acquisitions in the past through the incurrence of additional indebtedness, including additional bank credit facilities, equity issuances or the sale of minority stakes in certain operations to our partners. We may need to raise additional funds more quickly if one or more of our assumptions prove to be incorrect or if we choose to expand our hydrocarbon asset acquisition, exploration, appraisal or development efforts more rapidly than we presently anticipate, and we may decide to raise additional funds even before we need them if the conditions for raising capital are favorable. The ultimate amount of capital that we will expend may fluctuate materially based on market conditions, our continued production, decisions by the operators in blocks where we are not the operator, the success of our drilling results and future acquisitions. Our future financial condition and liquidity will be impacted by, among other factors, our level of production of oil and natural gas and the prices we receive from the sale thereof, the success of our exploration and appraisal drilling program, the number of commercially viable oil and natural gas

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discoveries made and the quantities of oil and natural gas discovered, the speed with which we can bring such discoveries to production and the actual cost of exploration, appraisal and development of our oil and natural gas assets.

Cash flows

The following table sets forth our cash flows for the periods indicated:

	Six-month period ended June 30,
(in thousands of US$)	2013			2012			% Change from prior period
Cash flows provided by (used in)
Operating activities		96,929			71,169			36%
Investing activities		(137,286	)		(189,795	)		(28)%
Financing activities		151,502			(8,764	)		1,829%
Net increase (decrease) in cash and cash equivalents		111,145			(127,390	)		187%

	Year ended December 31,
(in thousands of US$)	2012			2011			% Change from prior year
Cash flows provided by (used in)
Operating activities		131,802			68,763			92%
Investing activities		(303,507	)		(101,276	)		200%
Financing activities		26,375			131,739			(80)%
Net (decrease) increase in cash and cash equivalents		(145,330	)		99,226			(246)%

Cash flows provided by operating activities

For the six-month period ended June 30, 2013, cash provided by operating activities was US$96.9 million, a 36.2% increase from US$71.2 million for the six-month period ended June 30, 2012. This increase was principally due to the early payment of operating expenses in the fourth quarter of 2012, which would have otherwise been paid in the six-month period ended June 30, 2013, which affected our working capital by US$14.4 million. The prepayment was due to the integration of our Colombian acquisitions into our operations.

For the year ended December 31, 2012, cash provided by operating activities was US$131.8 million, a 92% increase from US$68.8 million for the year ended December 31, 2011. This increase was principally due to increased cash generated in our operations and the incorporation of US$20.8 million in operating cash flows from our Colombian operations into our results.

Cash flows used in investing activities

For the six-month period ended June 30, 2013, cash used in investing activities was US$137.3 million, a 28% decrease from US$189.8 million for the six-month period ended June 30, 2012. This decrease was primarily related to our Colombian acquisitions, which occurred in the first quarter of 2012. This amount was only partially offset by an increase of US$59.3 million in capital expenditures relating to the drilling of 25 new wells (16 in Colombia and nine in Chile), as compared to the drilling of 20 wells (eight in Chile and 12 in Colombia) for the sixth-month period ended June 30, 2012.

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Cash used in investing activities increased by US$204.2 million during the year ended December 31, 2012 from US$101.3 million in 2011 to US$303.5 million in 2012. This increase includes US$105.3 million related to the purchase of our Colombian operations (net of cash acquired); the remaining increase is primarily explained by increased drilling activities in 2012 (21 wells in Chile and 24 in Colombia) as compared to 23 new wells in 2011.

Cash flows provided by financing activities

Cash provided by financing activities was US$151.5 million for the six-month period ended June 30, 2013, compared to cash used in financing activities of US$8.8 million for the six-month period ended June 30, 2012. This change was principally the result of cash received in the 2013 period from the issuance of US$300.0 million of our Notes due 2020 and an increase of US$35.8 million in cash from LGI pertaining principally to its investment in our Colombian operations. These were partially offset by the early redemption of our Notes due 2015 and the repayment of the Banco Itaú BBA Credit Agreement, in an aggregate amount of US$175.0 million.

Cash provided by financing activities was US$26.4 million and US$131.7 million during the years ended December 31, 2012 and 2011, respectively. This decrease was principally the result of a US$129.5 million reduction in proceeds from transactions relating to non-controlling interest, resulting from LGI's acquisition of a 20% interest for US$148 million, of which US$142 million was collected in 2012, in our Chilean operations in the year ended December 31, 2011. In the year ended December 31, 2012, LGI contributed US$12.5 million in cash provided by financing activities pursuant to its direct investment in our Chilean operations. The US$129.5 million decrease was only partly offset by cash provided through the incurrence of a US$37.5 million loan to partly finance our Colombian acquisitions.

Indebtedness

As of June 30, 2013 and December 31, 2012, we had total outstanding indebtedness of US$301.8 million and US$193.0 million, respectively, as set forth in the table below.

(in thousands of US$)	As of June 30, 2013 (unaudited)		As of December 31, 2012
Methanex Gas Prepayment Agreement		—		8,036
BCI Loans(1)		2,219		7,859
Notes due 2015(2)		—		129,452
Notes due 2020		299,577		—
Banco Itaú BBA Credit Agreement		—		37,685
Overdrafts		—		10,000
Total(3)		301,796		193,032

(1)    Includes BCI Mortgages and BCI Letters of Credit (each as defined herein).

(2)    On December 2, 2010, we issued US$133.0 million aggregate principal amount of notes due December 15, 2015, or the Notes due 2015. The notes were fully redeemed with the proceeds from the issuance of our Notes due 2020.

(3)    Does not include US$8.3 million outstanding as of June 30, 2013 under a subordinated line of credit extended by LGI to GeoPark Colombia in December 2012. See note 13 of our Interim Consolidated Financial Statements.

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Our material outstanding indebtedness as of June 30, 2013 is described below.

Notes due 2020

General

On February 11, 2013, we issued US$300.0 million aggregate principal amount of senior secured notes due 2020, which we refer to as the Notes due 2020. The Notes due 2020 mature on February 11, 2020 and bear interest at a fixed rate of 7.50% and a yield of 7.625% per annum. Interest on the Notes due 2020 is payable semi-annually in arrears on February 11 and August 11 of each year.

Ranking

The Notes due 2020 constitute senior obligations of Agencia, secured by a first lien on certain collateral (as described below). The Notes due 2020 rank equally in right of payment with all senior existing and future obligations of Agencia (except those obligations preferred by operation of Bermuda and Chilean law, including, without limitation, labor and tax claims); effectively senior to all unsecured debt of Agencia and GeoPark Latin America, to the extent of the value of the Collateral; senior in right of payment to all existing and future subordinated indebtedness of Agencia and GeoPark Latin America; and effectively junior to any future secured obligations of Agencia and its subsidiaries (other than additional notes issued pursuant to the indenture governing the Notes due 2020) to the extent secured by assets constituting with a security interest on assets not constituting collateral, in each case to the extent of the value of the collateral securing such obligations.

Guarantees and collateral

The Notes due 2020 are guaranteed unconditionally on an unsecured basis by us, all of our wholly-owned subsidiaries, and any subsidiary that guarantees any of our debt, subject to certain exceptions.

Collateral

The notes are secured by a first-priority perfected security interest in certain collateral, which consists of: 80% of the equity interests of each of GeoPark Chile and GeoPark Colombia held by Agencia, and loans of the net proceeds of the Notes due 2020 made by Agencia to each of GeoPark Fell and GeoPark Llanos SAS. Except for certain immaterial subsidiaries and other exceptions, GeoPark and Agencia are also required to pledge the equity interests of our subsidiaries.

The Notes due 2020 are also secured on a first-priority basis by intercompany loans, disbursed to subsidiaries, in an aggregate amount at any one time that does not exceed US$300.0 million.

Optional redemption

At any time prior to February 11, 2017, we may, at our option, redeem any of the Notes due 2020, in whole or in part, at a redemption price equal to 100% of the principal amount of such Notes due 2020 plus an applicable "make-whole" premium, plus accrued and unpaid interest (including, additional amounts), if any, as such term is defined in the indenture governing the Notes due 2020, if any, to the redemption date.

At any time and from time to time on or after February 11, 2017, we may, at our option, redeem all or part of the Notes due 2020, at the redemption prices, expressed as percentages of principal amount, set forth below, plus accrued and unpaid interest thereon (including additional amounts), if any, to the

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applicable redemption date, if redeemed during the 12-month period beginning on February 11 of the years indicated below:

Year	Percentage
2017		103.750%
2018		101.875%
2019 and after		100.000%

In addition, at any time prior to February 11, 2016, we may, at our option, redeem up to 35% of the aggregate principal amount of the Notes due 2020 (including any additional notes) at a redemption price of 107.50% of the principal amount thereof, plus accrued and unpaid interest (including additional amounts) if any to the redemption date, with the net cash proceeds of one or more equity offerings; provided that: (1) Notes due 2020 in an aggregate principal amount equal to at least 65% of the aggregate principal amount of Notes due 2020 issued on the first issue date remain outstanding immediately after the occurrence of such redemption; and (2) the redemption must occur within 90 days of the date of the closing of such equity offering.

Change of control

Upon the occurrence of certain events constituting a change of control, we are required to make an offer to repurchase all outstanding Notes due 2020, at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest (including any additional amounts payable in respect thereof) thereon to the date of purchase.

Covenants

The Notes due 2020 contain customary covenants, which include, among others, limitations on: the incurrence of debt and disqualified or preferred stock, restricted payments, incurrence of liens, transfer, prepayment or modification of certain collateral, guarantees of additional indebtedness, the ability of certain subsidiaries to pay dividends, asset sales, transactions with affiliates, engaging in certain businesses, and merger or consolidation with or into another company. In the event the Notes due 2020 receive investment-grade ratings from at least two of the following rating agencies, Standard & Poor's Rating Group, Fitch Inc. and Moody's Investors Service, Inc., and no default has occurred or is continuing under the indenture governing the Notes due 2020, certain of these restrictions, including, among others, the limitations on incurrence of debt and disqualified or preferred stock, restricted payments, the ability of certain subsidiaries to pay dividends, asset sales and certain transactions with affiliates will no longer be applicable.

Events of default

Events of default under the indenture governing the Notes due 2020 include: the nonpayment of principal when due; default in the payment of interest, which continues for a period of 30 days; failure to make an offer to purchase and thereafter accept tendered notes following the occurrence of a change of control or as required by certain covenants in the indenture governing the Notes due 2020; default in the performance or breach of the covenants contained in the indenture, the notes, or the security documents in relation thereto that continues for a period of 60 consecutive days after written notice to Agencia; cross payment default relating to debt with a principal amount of US$15.0 million or more, and cross-acceleration default following a judgment for US$15.0 million or more; bankruptcy and insolvency events; invalidity or denial or disaffirmation of a guarantee of the notes; and failure to maintain a perfected security interest in any Collateral having a fair market value in excess of US$15.0 million, among others.

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The occurrence of an event of default would permit or require the principal of and accrued interest on the Notes due 2020 to become or to be declared due and payable.

BCI Mortgage Loan

In connection with our acquisition of a facility to establish an operational base in the Fell Block , we executed a mortgage loan granted by the Banco de Crédito e Inversiones, or BCI, a Chilean private bank, which we refer to as the BCI Mortgage Loan. The loan was granted in Chilean pesos and is repayable over a period of eight years. The interest rate under this loan is fixed at 6.6% and as of June 30, 2013, the asset we had pledged for the loan had a book value of US$0.5 million. As of June 30, 2013, the aggregate outstanding amount under the BCI Mortgage Loan was US$0.3 million.

BCI Letter of Credit

During the last quarter of 2011, we obtained five short-term letters of credit from BCI, or, collectively, the BCI Letters of Credit, to commence operations in our Tierra del Fuego blocks. Each of the BCI Letters of Credit contains a pledge by us to BCI of the seismic equipment acquired to start the operations in these new blocks. The BCI Letters of Credit expire on February 14, 2014, and the applicable interest rate ranges from 4.5% to 5.45%. As of June 30, 2013, the aggregate outstanding amount under the BCI Letters of Credit was US$1.9 million.

LGI Line of Credit

In December 2012, in connection with its investment in GeoPark Colombia, LGI granted a credit line to Winchester, or the LGI Line of Credit, of up to US$12.0 million, to be used for the acquisition, development and operation of oil and gas assets in Colombia. In December 2015, the principal amount of any outstanding amounts shall become immediately due and payable. GeoPark Colombia may also, in its sole discretion, choose to make repayments of the principal amounts outstanding on the last business day of March, June, September and December of each year until December 2015. The applicable interest rate is 8.00% per annum and any accrued interest is payable on a quarterly basis. As of June 30, 2013, the aggregate outstanding amount under the LGI Line of Credit was US$8.3 million.

Expected Rio das Contas Credit Facility

In Brazil, we intend to finance in part our pending acquisition of Rio das Contas by guaranteeing a R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) credit facility to be entered into by our Brazilian subsidiary, which we expect will be a holding company for the Rio das Contas acquisition, with a bank. The facility will mature six years from the date of disbursement and is expected to bear interest at a variable interest rate equal to CDI +2.55% per year. However, this spread may change as it will be set at the time we enter to the credit facility. The principal will be payable in 11 semi-annual installments. We expect the facility agreement to include customary events of default, and to subject our Brazilian subsidiary to customary covenants, including the requirement that it maintain a ratio of net debt to EBITDA of up to 3.5x the first two years and up to 3.0x thereafter. The credit facility is also expected to limit the borrower's ability from paying dividends if the ratio of net debt to EBITDA is greater than 2.5x. We will have the option to prepay the facility in whole or in part, at any time, subject to a pre-payment fee to be determined under the contract.

Contractual obligations

In accordance with the terms of our concessions, we are required to make royalty payments (1) in connection with crude oil production in Argentina, to the Provinces of Santa Cruz and Mendoza, equivalent

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to 12% on estimated value at well head, (2) in connection with crude oil and gas production in Chile, to the Chilean government, equivalent to approximately 5% of crude oil production and 3% of gas production, and (3) in connection with crude oil production in Colombia, to the Colombian Government, equivalent to 8%.

The table below sets forth our committed cash payment obligations as of June 30, 2013.

(in thousands of US$)	Total		Less than one year		One to three years		Three to five years		More than five years
Debt obligations(1)		301,796		11,172		158		—		290,466
Operating lease obligations(2)		114,211		35,303		77,702		425		781
Pending investment commitments(3)		73,983		21,883		52,100		—		—
Asset retirement obligations		19,140		—		61		11,325		7,754
Total contractual obligations		509,130		68,358		130,021		11,750		299,001

(1)    Includes current borrowings and non-current borrowings.

(2)    Reflects the future aggregate minimum lease payments under non-cancellable operating lease agreements.

(3)    Includes capital commitments in Isla Norte, Campanario and Flamenco Blocks in Chile and the Llanos 62 Block in Colombia, which are our only remaining material commitments. See "Business—Our operations—Operations in Colombia."

The table below sets forth our committed cash payment obligations as of December 31, 2012.

(in thousands of US$)	Total		Less than one year		One to three years		Three to five years		More than five years
Debt obligations(1)		193,032		27,986		159,504		5,542		—
Operating lease obligations(2)		31,511		26,464		3,709		443		895
Pending investment commitments(3)		123,885		71,785		52,100		—		—
Asset retirement obligations		16,213		—		869		7,095		8,249
Total contractual obligations		364,641		125,235		216,182		13,080		9,144

(1)    Includes current borrowings and non-current borrowings.

(2)    Reflects the future aggregate minimum lease payments under non-cancellable operating lease agreements.

(3)    Includes capital commitments in Isla Norte, Campanario and Flamenco Blocks in Chile and the Llanos 32, Llanos 34, Llanos 17, Llanos 62 and Cuerva Blocks in Colombia, which were our only remaining material commitments as of December 31, 2012.

Qualitative and quantitative disclosures about market risk

We are exposed to a variety of market risks, including commodity price risk, interest rate risk, currency risk and credit (counterparty and customer) risk. The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term "market risk" refers to the risk of loss arising from adverse changes in interest rates, oil and natural gas prices and foreign currency exchange rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonable possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

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Commodity price risk

With respect to our oil and gas business, any revenues, cash flow, profitability and future rate of growth we achieve will be greatly dependent upon prevailing prices for oil and gas. Our ability to maintain or increase our borrowing capacity and to obtain additional capital on attractive terms is also expected to be dependent on oil and gas prices. Oil and natural gas are commodities, and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, oil and gas prices and markets have been volatile and are likely to continue to be volatile in the future.

Prices for oil and gas are subject to potentially wide fluctuations in response to relatively minor changes in supply of, and demand for, oil and gas, market uncertainty, and a variety of additional factors that are beyond our control. Lower oil and natural gas prices may not only decrease our revenues on a per unit basis, but may also reduce the amount of oil and natural gas we can produce economically, if any. A substantial or extended decline in oil and natural gas prices may materially affect our future business, financial condition, results of operations, liquidity and borrowing capacity, and we may require a reduction in the carrying value of our oil and gas properties. While our revenues may increase if prevailing oil and gas prices increase significantly, exploration and production costs and acquisition costs for additional properties and reserves may also increase.

The prices realized for the oil produced by us are linked to Brent in respect of our Colombian operations and WTI in respect of our Chilean operations and which are settled in the international markets in U.S. dollars. The market price of these commodities is subject to significant fluctuation. We have historically not hedged our production to protect against fluctuations because doing so has not been economical.

In Chile, the price of the oil that we sell is based on WTI minus certain marketing and quality discounts, such as, among others, API quality and mercury content.

In Colombia, the price of oil we sell is based on Brent, adjusted for certain marketing and quality discounts based on, among other things, API, viscosity, sulphur and water content.

In Argentina, the price of the oil that we sell is heavily influenced by the Argentine government and subject to the impact of the retention tax on oil exports defined by the Argentine government, which limits the direct correlation to the WTI.

We are party to a long-term gas supply contract with Methanex in Chile. The price of the gas sold under this contract is determined based on a formula that takes into account various international prices of methanol, including US Gulf methanol spot barge prices, methanol spot Rotterdam prices and spot prices in Asia. If the market prices of WTI, methanol and Brent had fallen by 10% as compared to actual prices during the year, with all other variables held constant, after tax profit for the year ended December 31, 2012 would have been lower by US$18.8 million as compared with US$9.5 million for the same period in 2012). See "Risk factors—Risks relating to our business—A substantial or extended decline in oil, natural gas and methanol prices may materially adversely affect our business, financial condition or results of operations."

Gas produced in the Manati field is sold pursuant to a fixed price formula, indexed to the IGPM. As such, we do not expect to have any material commodity price risk in Brazil following the completion of our pending Rio das Contas acquisition.

We may consider adopting a hedging policy against commodity price risk, when deemed appropriate, according to the size of the business and market implied volatility.

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Interest rate risk

As of June 30, 2013, we had long-term debt of US$299.9 million.

As of June 30, 2013, we had no significant interest-bearing assets and our profit and operating cash flows are substantially independent of changes in market interest rates. Similarly, as of June 30, 2013, we had no significant variable interest-bearing borrowings. As such, we have not entered into any instruments to hedge this risk.

However, we expect to partly finance our pending Rio das Contas acquisition with a R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) long-term loan with a variable interest rate based on the Category Development Index, or CDI, plus a spread of 2.5%.

On a pro forma basis, adjusting for the financing of our pending Rio das Contas acquisition as if such acquisition had occurred on June 30, 2013, our outstanding long-term borrowing affected by variable rates would have amounted to R$166.0 million (approximately US$70 million at the August 30, 2013 exchange rate of R$2.3719 to US$1.00) as of June 30, 2013, representing 18.9% of our total long-term debt.

Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, we calculate the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions. On a pro forma basis, adjusting for the financing of our pending Rio das Contas acquisition as if such acquisition had occurred on January 1, 2012, the interest expense resulting from borrowings affected by variable rates would be US$3.3 million for the six-month period ended June 30, 2013, and if the CDI rate had been ¹/8% higher, with all other variables held constant, we would have had an additional US$0.3 million in interest expense for the six-month period ended June 30, 2013.

Foreign currency exchange rate risk

In Chile, Colombia and Argentina, our functional currency is the U.S. dollar. The fluctuation of the Argentine peso, the Chilean peso and the Colombian peso does not impact our debt, costs and revenues held in U.S. dollars, but it does impact balances denominated in local currency such as prepaid taxes. As currency rates change between the U.S. dollar and the Argentine peso, the Chilean peso or the Colombian peso, we recognize gains and losses in the consolidated financial statements. In these countries, however, most balances are denominated in U.S. dollars, and since it is the functional currency of our subsidiaries in such countries, there is no exposure to currency fluctuation other than from receivables originated in local currency. In Argentina, the VAT position as of December 31, 2012 was a credit of US$3.6 million as compared with a credit of US$3.6 million for the same period in the prior year. In Chile, the VAT position for the year ended December 31, 2012 was a credit of US$0.2 million as compared with a credit of US$1.0 million for the prior year. In Colombia, the VAT position for the year ended December 31, 2012 was payable of US$2.4 million.

Tax receivables (VAT) are very difficult to match with local currency liabilities. Therefore, we maintain a net exposure to them. Most of our assets are associated with oil and gas productive assets. Such assets in the oil and gas industry are usually settled in U.S. dollar equivalents. During the year ended December 31, 2012, the Argentine peso weakened by 16% against the U.S. dollar, the Chilean peso strengthened by 8% against the U.S. dollar and the Colombian peso strengthened by 9% against the U.S. dollar. If the Argentine peso, the Chilean peso and the Colombian peso had each weakened an additional 5% against the U.S. dollar, with all other variables held constant, after-tax profit for the year ended December 31, 2012 would have been lower by US$0.45 million.

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Credit (counterparty and customer) risk

Our credit risk relates mainly to accounts receivable where the credit risks correspond to the recognized values. There is not considered to be any significant risk in respect of our major customers. We sell substantially all of our oil production in Argentina to Oil Combustibles S.A., or Oil Combustibles. In Chile, we sell all of our gas production to Methanex, which accounted for 12% of our total revenue for the year ended December 31, 2012. All the oil we produce in Chile is sold to ENAP, accounting for 48% of our total revenue for the year ended December 31, 2012 and 44.7% for the six-month period ended June 30, 2013. In Colombia, for the year ended December 31, 2012, we sold 78% of the oil we produced to Hocol, accounting for 31% of our total revenue for the same periods. We have diversified our customer base and for the six-month period ended June 30, 2013, we made 45.6% of our oil sales to Gunvor, 30.5% to Hocol S.A., or Hocol, a subsidiary of Ecopetrol and 17.8% to Trenaco, with Gunvor accounting for 21.9%, Hocol 14.7% and Trenaco 8.6% of our overall revenues for the same period.

Off-balance sheet arrangements

We did not have any off-balance sheet arrangements as of December 31, 2012 or as of June 30, 2013.

Critical accounting policies and estimates

We prepare our Consolidated Financial Statements in accordance with IFRS and the interpretations of the IFRS Interpretations Committee, or the IFRIC, as adopted by the IASB. The preparation of the financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. We believe that the following accounting policies represent critical accounting policies as they involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. The following descriptions of critical accounting policies and estimates should be read in conjunction with our Consolidated Financial Statements and the accompanying notes and other disclosures included elsewhere in this prospectus.

Business combinations

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair market value of the assets acquired, equity instruments issued and liabilities incurred or assumed on the date of completion of the acquisition. Acquisition costs incurred are expensed and included in administrative expenses. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair market values at the acquisition date. The excess of the cost of acquisitions over fair market value of a company's share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than a company's share of the net assets required, the difference is recognized directly in the statement of income.

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The determination of fair value of identifiable acquired assets and assumed liabilities means that we are to make estimates and use valuation techniques, including independent appraisers. The valuation assumptions underlying each of these valuation methods are based on available updated information, including discount rates, estimated cash flows, market risk rates and other data. As a result, the process of identification and the related determination of fair values require complex judgments and significant estimates.

Cash flow estimates for impairment assessments

Cash flow estimates for impairment assessments require assumptions about two primary elements: future prices and reserves. Estimates of future prices require significant judgments about highly uncertain future events. Historically, oil and natural gas prices have exhibited significant volatility. Our forecasts for oil and natural gas revenues are based on prices derived from future price forecasts among industry analysts, as well as our own assessments. Estimates of future cash flows are generally based on assumptions of long-term prices and operating and development costs.

The process of estimating reserves requires significant judgments and decisions based on available geological, geophysical, engineering and economic data. The estimation of economically recoverable oil and natural gas reserves and related future net cash flows was performed based on the D&M Reserves Reports. Such estimates incorporate many factors and assumptions including:

•

expected reservoir characteristics based on geological, geophysical and engineering assessments;

•

future production rates based on historical performance and expected future operating and investment activities;

•

future oil and natural gas prices and quality differentials;

•

anticipated effects of regulation by governmental agencies; and

•

future development and operating costs.

Our management believes these factors and assumptions are reasonable based on the information available at the time we prepare our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and natural gas prices and costs change.

Oil and gas accounting

Oil and gas exploration and production activities are accounted for in accordance with the successful efforts method on a field by field basis. We account for exploration and evaluation activities in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, capitalizing exploration and evaluation costs until such time as the economic viability of producing the underlying resources is determined. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Exploration and evaluation costs may include: license acquisition, geological and geophysical studies (i.e.: seismic), direct labor costs and drilling costs of exploratory wells. No depreciation and/or amortization are charged during the exploration and evaluation phase. Upon completion of the evaluation phase, the prospects are either transferred to oil and gas properties or charged to expense (exploration costs) in the period in which the determination is made, depending whether they have found reserves. If not developed, exploration and evaluation assets are written off after three years, unless it can be clearly demonstrated that the carrying value of the investment is recoverable. All field development costs are considered construction in progress until they are finished and capitalized within oil and gas properties, and are

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subject to depreciation once complete. Such costs may include the acquisition and installation of production facilities, development drilling costs (including dry holes, service wells and seismic surveys for development purposes), project-related engineering and the acquisition costs of rights and concessions related to proved properties.

Workovers of wells made to develop reserves and/or increase production are capitalized as development costs. Maintenance costs are charged to income when incurred.

Capitalized costs of proved oil and gas properties and production facilities and machinery are depreciated on a licensed area by licensed area basis, using the unit of production method, based on commercial proved and probable reserves. The calculation of the "unit of production" depreciation takes into account estimated future finding and development costs, and is based on current year end unescalated price levels. Changes in reserves and cost estimates are recognized prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Oil and gas reserves for purposes of our Audited Consolidated Financial Statements and our Interim Consolidated Financial Statements are determined in accordance with PRMS, and were estimated by D&M, independent reserves engineers.

Depreciation of the remaining property, plant and equipment assets (i.e. furniture and vehicles) not directly associated with oil and gas activities has been calculated by means of the straight line method by applying such annual rates as required to write-off their value at the end of their estimated useful lives. The useful lives range between three and 10 years.

Asset retirement obligations

Obligations related to the plugging and abandonment of wells once operations are terminated may result in the recognition of significant liabilities. We record the fair value of the liability for asset retirement obligations in the period in which the wells are drilled. When the liability is initially recognized, the cost is also capitalized by increasing the carrying amount of the related asset. Over time, the liability is accreted to its present value at each reporting date, and the capitalized cost is depreciated over the estimated useful life of the related asset. Estimating the future abandonment costs is difficult and requires management to make assumptions and judgments because most of the obligations will be settled after many years. Technologies and costs are constantly changing, as are political, environmental, health, safety and public relations considerations. Consequently, the timing and future cost of dismantling and abandonment are subject to significant modification. Any change in the variables underlying our assumptions and estimates can have a significant effect on the liability and the related capitalized asset and future charges related to the retirement obligations. The present value of future costs necessary for well plugging and abandonment is calculated for each area on the basis of cash flows discounted at an average interest rate applicable to our company's indebtedness. The liability recognized is based upon estimated future abandonment costs, wells subject to abandonment, time to abandonment, and future inflation rates.

Share-based payments

We provide several equity-settled, share-based compensation plans to certain employees and third party contractors, composed of payments in the form of share awards and stock options plans.

Fair value of the stock option plans for employee or contractor services received in exchange for the grant of the options is recognized as an expense. The total amount to be expensed over the vesting period, which is the period over which all specified vesting conditions are to be satisfied, is determined by

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reference to the fair value of the options granted calculated using the Black-Scholes model. Determining the total value of our share-based payments requires the use of highly subjective assumptions, including the expected life of the stock options, estimated forfeitures and the price volatility of the underlying shares. The assumptions used in calculating the fair value of share-based payment represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment.

Non-market vesting conditions are included in assumptions in respect of the number of options that are expected to vest. At each balance sheet date, we revise our estimates of the number of options that are expected to vest. We recognize the impact of the revision to original estimates, if any, in the statement of income, with a corresponding adjustment to equity.

The fair value of the share awards payments is determined at the grant date by reference of the market value of the shares and recognized as an expense over the vesting period.

When options are exercised, we issue new common shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Taxation

The computation of our income tax expense involves the interpretation of applicable tax laws and regulations in many jurisdictions. The resolution of tax positions taken by us, through negotiations with relevant tax authorities or through litigation, can take several years to complete and in some cases it is difficult to predict the ultimate outcome.

In addition, we have tax-loss carry-forwards in certain taxing jurisdictions that are available to offset against future taxable profit. However, deferred tax assets are recognized only to the extent that it is probable that taxable profit will be available against which the unused tax losses can be utilized. Management judgment is exercised in assessing whether this is the case.

To the extent that actual outcomes differ from management's estimates, taxation charges or credits may arise in future periods.

Recent accounting pronouncements

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after January 1, 2012 that had a material impact on us. The following is a discussion of new standards, amendments and interpretations issued but that are effective on or after the financial year beginning January 1, 2013 and not early adopted.

IFRS 9, Financial instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortized cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the

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income statement, unless this creates an accounting mismatch. We have yet to assess IFRS 9's full impact and intend to adopt IFRS 9 no later than the accounting period beginning on or after January 1, 2015.

IFRS 10, Consolidated financial statements, builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. We applied IFRS 10 from January 1, 2013, and this standard did not materially affect our financial condition or results of our operations.

IFRS 11, Joint arrangements, establishes principles for financial reporting by entities that have an interest in arrangements that are controlled jointly. IFRS 11 defines joint control and requires an entity that is a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations, and to account for those rights and obligations in accordance with that type of joint arrangement. We applied IFRS 11 from January 1, 2013, and this standard did not materially affect our financial condition or results of our operations.

IFRS 12, Disclosures of interests in other entities, includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, vehicles and other off balance sheet vehicles. We applied IFRS 12 from January 1, 2013, and this standard is expected to increase the amount of disclosures required about subsidiaries and joint arrangements in our annual financial statements for the year ended December 31, 2013.

IFRS 13, Fair value measurement, aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurements and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and U.S. GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. We applied IFRS 13 from January 1, 2013, and it did not have a significant impact on the balances recorded in the financial statements as of December 31, 2012, but would require the Company to apply different valuation techniques to certain items (e.g. debt acquired as part of a business combination) recognized at fair value as and when they arise in the future.

Amendment to IAS 1, Presentation of financial statements, improves the consistency and clarity of the presentation of items of other comprehensive income (OCI). The main change is a requirement to group items presented in OCI on the basis of whether they are potentially reclassified to profit or loss subsequently. We applied the amendment to IAS 1 from 1 January 2013 and this standard did not materially affect the presentation of our financial statements.

Amendment to IAS 36, Impairment of assets, requires additional disclosures about impaired assets, such as information about the recoverable amount if it is based on fair value less costs of disposal, and the discount rates used to measure the fair value less costs of disposal if it is based on a present value technique. We will apply the amendment to IAS 36 from 1 January 2014, and we do not expect to have a material impact on the information to be presented in our financial statements.

There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.

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As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurred after December 8, 2011 and whose annual gross revenues are less than US$1.0 billion will, in general, qualify as an "emerging growth company" until the earliest of:

•

the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;

•

the last day of its fiscal year in which it has annual gross revenue of US$1.0 billion or more;

•

the date on which it has, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; and

•

the date on which it is deemed to be a "large accelerated filer," which will occur at such time as the company (a) has an aggregate worldwide market value of common equity securities held by non-affiliates of US$700 million or more as of the last business day of its most recently completed second fiscal quarter, (b) has been required to file annual and quarterly reports under the Securities Exchange Act of 1934 for a period of at least 12 months, and (c) has filed at least one annual report pursuant to the Securities Act of 1934.

Under this definition, we will be an "emerging growth company" upon completion of this offering and could remain an emerging growth company until as late as December 31, 2018.

The JOBS Act permits an "emerging growth company" such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

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Industry and regulatory framework

Global oil and gas industry

During 2012, the growth rate of energy consumption globally dropped following (1) the global economic slowdown and (2) a more efficient use of energy as a response to the high price environment of recent years.

Global oil consumption in 2012 grew by 895,000 bopd, or 0.9%, compared to 2011, to reach 89,774,000 bopd. On the other hand, global oil production in 2012 increased by 1.9 mmbopd, or 2.2%, to reach 86.2 mmbopd. Global natural gas consumption in 2012 grew by 7.1 bcfpd, or 2.3%, to reach 319.8 bcfpd, while global natural gas production in 2012 grew by 6.2 bcfpd, or 1.9%, to reach 324.6 bdfpd, with the United States recording the largest volumetric increases in natural gas consumption and production. In 2012, the United States posted the largest oil and natural gas production gains worldwide, and saw the largest increase in oil production in its history. Elsewhere, for a second year, disruptions to oil supply in Africa and parts of the Middle East were offset by growth among Organization of the Petroleum Exporting Countries, or OPEC, producers according to the BP Statistical Review of World Energy June 2013, or the BP Statistical Review.

World proved oil reserves at the end of 2012 reached 1,668.9 billion barrels (up 0.9% in relation to 2011), enough to meet 52.9 years of 2012's global production, according to the BP Statistical Review. In 2012, South and Central America contributed 19.7% of global proved oil reserves, with Venezuelan reserves as reported by BP Statistical Review being the main source of production (totaling 297.6 bbopd). Global oil production averaged 86.2 mmbopd (an increase of 2.2% over 2011). Throughout the last twenty years, the overall contribution of South and Central America to global proved oil reserves has increased dramatically as a result of the emergence of markets like Brazil and Ecuador coupled with the dramatic increase of reserves in Venezuela (by 370% during the same period).

Distribution of proved oil reserves in 1992, 2002 and 2012

Percentage

Source: BP Statistical Review

According to the BP Statistical Review, global proved natural gas reserves at the end of 2012 remained stable at 187.3 trillion cubic metres, enough to meet 55.7 years of 2012's global production. South and Central America currently hold 4.1% of global proved natural gas reserves. During 2012, global natural gas production averaged 3363.9 billion cubic metres, an increase of 1.9% over 2011.

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Distribution of proved natural gas reserves in 1992, 2002 and 2012

Percentage

Source: BP Statistical Review

The industry's outlook is gradually shifting, driven mainly by supply patterns. According to BP's Energy Outlook 2030, global energy demand is expected to grow by 36% between 2011 and 2030 as a result of increasing consumption by emerging economies (with China and India becoming increasingly more import-dependent). On the supply side, unconventional oil and gas resources are expected to play a major role in balancing global demand, with the United States leading this process. BP projects that between 2011 and 2030, the United States will become self-sufficient in energy, while key emerging markets, namely China and India, will become increasingly import-dependent.

Chile

Chile is recognized as the most developed and stable economy in South America. The country's economy has grown consistently during the last two decades, a trend which is expected to continue in the near future. With over 50 free trade agreements, Chile is an open-market economy, and in 2010, became the first South American country to join the Organisation for Economic Co-operation and Development, or the OECD. The country's fiscal policy follows a countercyclical spending rule and the Chilean Central Bank aims to ensure price stability by targeting yearly inflation of around 3%. Chile has been successful in attracting foreign direct investment, and in 2011, achieved the second-highest foreign investment inflows in South America. Chile holds investment-grade sovereign debt ratings from all major ratings agencies, S&P, Fitch and Moody's (AA-, A+, and Aa3, respectively).

Oil and gas industry

Demand and consumption

According to ENAP, national consumption of refined oil products reached 18.4 mmcf in Chile during 2012, a 0.4% increase compared to 2011 and equivalent to 316,200 barrels per day. This increase was mainly due to strong and stable economic growth, offset by an increase in prices of the main products. As is the case in many OECD countries, oil is predominantly used as a transport fuel, but a notable difference in Chile is that diesel is used as a substitute for natural gas in power generation.

Diesel is the main product in terms of consumption in Chile (157,300 barrels per day), followed by gasoline (66,300 barrels per day) and liquid petroleum gas, or LPG (36,200 barrels per day). Among the different

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types of refined oil products, gasoline experienced the greatest increase in terms of consumption, with consumption increasing 5.2% compared to 2011.

Consumption in Chile by type of oil product thousands of cubic meters	2012		2011		% change from prior year
Diesel		9,153		8,936		2.4%
Gasoline		3,856		3,667		5.2%
LPG		2,109		2,090		0.9%
Fuel Oil		1,498		1,864		(19.6%	)
Kerosene		1,243		1,192		4.3%
Others		542		586		(7.5%	)
Total		18,401		18,335		0.4%

Source: ENAP 2012 Annual Report

Natural gas consumption grew significantly from the late 1990s to 2004, as direct pipeline connections were built to Argentina, providing a cheap and easily accessible supply. In 2002, however, the Argentine government capped the price of gas in its domestic market, resulting in increased demand for natural gas in Argentina. This led the Argentine government in 2004 to restrict natural gas exports to Chile in order to reserve them for domestic use. See "Risk factors—Risks relating to the countries in which we operate—Governmental actions in the countries in which we operate and in which we may operate in the future may adversely affect our financial condition and results of operations." The restriction of Argentine natural gas exports has caused gas consumption in Chile to decrease significantly since 2004, when natural gas accounted for some 24% of the total Total Primary Energy Supply, or TPES, according to the International Energy Agency. By 2009, natural gas only accounted for 8% of TPES.

LPG has been consumed in place of natural gas. As such, the LPG and gas markets overlap in Chile. LPG is predominantly used as a residential fuel in Chile (notably for cooking), particularly in relatively remote regions.

In 2012, the bulk of gas demand (41%) came from the power generation sector. Industry and the petrochemical sector accounted for 24% each, and the residential/commercial sector for the remaining 11%.

Supply and production

Chile is a large net importer of both crude oil and oil products. Its hydrocarbon reserves, which comprise limited crude oil reserves and 1,517.9 bcf of natural gas reserves according to the OPEC Annual Statistical Bulletin 2012, or the OPEC Bulletin, are concentrated in the Magallanes Basin at the southern tip of the country.

Due to its limited oil and natural gas reserves, Chile has in the past imported almost all of its crude oil requirements principally from Brazil, Argentina and Colombia, and most of its natural gas requirements principally from Trinidad and Tobago, Argentina, Guinea and Yemen. In the northern part of the country, natural gas is imported through the Mejillones Liquid Natural Gas, or LNG, terminal and is used predominantly for electricity generation by the mining industry. In the central part of the country (including the capital, Santiago), gas is primarily supplied by the Quintero LNG terminal.

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Oil and Gas Infrastructure in Chile

In 2011, Chile produced 4.2 mbopd of crude oil and 50.5 bcf of natural gas but imported 171.2 mbopd of crude oil and 126.5 bcf of natural gas, according to the OPEC Bulletin.

The exploration and development of oil fields in Chile has historically been controlled mainly by ENAP, with few private companies working in this sector. We were the first private producer of oil and gas in Chile.

Regulation of the oil and gas industry

Under the Chilean Constitution, the state is the exclusive owner of all mineral and fossil substances, including hydrocarbons, regardless of who owns the land on which the reserves are located. The exploration and exploitation of hydrocarbons may be carried out by the state, companies owned by the state or private persons through administrative concessions granted by the President of Chile by Supreme Decree or CEOPs executed by the Minister of Energy. Exploitation rights granted to private companies are subject to special taxes and/or royalty payments. The hydrocarbon exploration and exploitation industry is supervised by the Chilean Ministry of Energy.

In Chile, a participant is granted rights to explore and exploit certain assets under a CEOP. If a participant breaches certain obligations under a CEOP, the participant may lose the right to exploit certain areas or may be required to return all or a portion of the awarded areas to Chile with no right of compensation. Although the government of Chile cannot unilaterally modify the rights granted in the CEOP once it is signed, exploration and exploitation are nonetheless subject to significant government regulations, such as

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regulations concerning the environment, tort liability, health and safety and labor. In the past year, for example, the Chilean government has proposed new regulations regarding the closure plans applicable to hydrocarbon operations that could have an impact on the timeframes and costs required to set up exploration or exploitation activities.

Regulatory entities

The Chilean Ministry of Energy and the National Commission of Energy (Comisión Nacional de Energía), or the CNE, are the principal government agencies responsible for the issuance of policies and regulations for the oil and gas sector. The Chilean Ministry of Energy is responsible for monitoring a participant's compliance with its obligations under a CEOP. The Superintendency of Electricity and Fuels (Superintendencia de Electricidad y Combustibles), or the SDEC, supervises compliance with regulations regarding gas pipeline transportation and the Ministry of Environment, the Environmental Assessment Service and the Superintendency of Environment are responsible for environmental matters. The new Environmental Courts are responsible for adjudicating claims against the Superintendency of Environment and claims concerning environmental damage.

Ministry of Energy

The Chilean Ministry of Energy is responsible for developing and coordinating all plans, policies and regulations for the energy sector in Chile and supervising and advising the government in all matters related to energy. It coordinates the different entities in the energy sector in Chile and, by law, its Minister is the chairman of the board of directors of ENAP. The Ministry of Energy is also responsible for the protection, conservation and development of renewable and non-renewable energy resources.

SDEC

The SDEC is responsible for monitoring compliance with all regulations related to the generation, production, storage, transportation and distribution of all fuels, gas and electricity for the consumer market. To enforce such regulations, the SDEC has the power to impose fines and, if necessary, to take over the administration of deficient services when applicable. Our operations are not under the supervision of the SDEC.

Ministry of Environment, Environmental Assessment Service and Superintendency of Environment

The Ministry of Environment, the Environmental Assessment Service and the Superintendency of Environment are primarily responsible for environmental issues in Chile, including those affecting the oil and gas industry. The Ministry of Environment is responsible for the formulation and implementation of environmental policies, plans and programs, as well as for the protection and conservation of biological diversity and renewable natural resources and water resources and for promoting sustainable development and the integrity of environmental policy and regulations. The Environmental Assessment Service is responsible for assessing whether projects that might have an adverse effect on the environment comply with Chilean environmental laws and regulations. The Environmental Assessment Service directs and coordinates the environmental impact assessment process, whose final qualification is granted by the competent regional environmental assessment commission. The Superintendency of Environment's primary responsibilities are monitoring compliance with the terms of an environmental impact assessment, as well as monitoring compliance with government plans to prevent environmental damage or to clean or restore contaminated geographical areas. The Superintendency of Environment has the power to suspend or terminate, or impose fines from US$1,000 up to US$10.0 million for, activities that it deems to have an adverse environmental impact, even if such activities comply with a previously approved environmental impact assessment.

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The Environmental Courts

The Environmental Courts are principally responsible for hearing appeals of determinations made by the Superintendency of Environment and for adjudicating claims for environmental damage. There is currently one Environmental Court in Chile, which began to hear claims on December 28, 2012. Another two Environmental Courts were expected to begin hearing claims on June 28, 2013, one of which will have jurisdiction over the area in which we have our operations.

Regulatory framework

Regulation of exploration and production activities

Oil and gas exploration and development is governed by the Political Constitution of the Republic of Chile and Decree with Law Force No 2 of 1986 of the Ministry of Mines, which set forth the revised text of the Decree Law 1089 of 1975, on CEOPS. However, the right to explore and develop fields is granted for each area under a CEOP between Chile and the relevant contractors. The CEOP establishes the legal framework for hydrocarbon activities, including, among other things, minimum investment commitments, exploration and exploitation phase durations, compensation for the private company (either in cash or in kind) and the applicable tax regime. Accordingly, all the provisions governing the exploitation and development of our Chilean operations are contained in our CEOPs and the CEOPs constitute all the licenses that we need in order to own, operate, import and export any of the equipment used in our business and to conduct our gas and petroleum operations in Chile.

Under Chilean law, the surface landowners have no property rights over the minerals found under the surface of their land. Subsurface rights do not generate any surface rights, except the right to impose legal easements or rights of way. Easements or rights of way can be individually negotiated with individual surface land owners or can be granted without the consent of the landowner through judicial process. Pursuant to the Chilean Code of Mines, a judge can permit a party to use an easement pending final adjudication and settlement of compensation for the affected landowner.

Regulation of transportation activities

Liquid hydrocarbon transportation, storage, importation and marketing are subject to a number of technical regulations regarding safety, quality and other matters. The rules for the transportation of liquid fuels through trucks and pipelines are primarily found in Supreme Decree No. 160 of 2009 (the Safety Code for Facilities and Production and Refining Operations, Transportation, Storage, Distribution and Supply of Liquid Fuels) of the Ministry of Economy. The Ministry of Energy is responsible for the regulation of transportation by pipeline and the Ministry of Transport is responsible for the regulation of transportation by truck.

Gas transportation in Chile is subject to open access rules, in which the gas transportation company must make its excess transportation capacity available to third parties under equal economic, commercial and technical conditions. Laws prohibit the abuse of a dominant position by a gas transportation company in order to discriminate among potential customers for use of its pipelines. Pursuant to Ministry of Economy Supreme Decree No. 280 of 2009, gas pipelines must also comply with the Regulation of Security for Transportation and Distribution of Gas, which regulates the design, construction, operation, maintenance, inspection and termination of operations of a natural gas pipeline.

Additionally, Chile is a signatory state to the Substitute Protocol of the Eighth Additional Protocol to the Economic Complementation Agreement No. 16 between Chile Republic and Argentina Republic (ACE 16) Regulation for Marketing, Operations and Transportation of Hydrocarbons Liquids—Crude Oil, Liquefied Gas and Liquid Products of Petroleum and Natural Gas and the following international conventions: the

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International Convention for the prevention of Pollution of the Sea by Oil of 1954, the Convention on the Prevention of Marine Pollution by Dumping of Wastes and Other Matters of 1972 and the International Convention on Civil Liability for Oil Pollution Damage of 1969.

Taxation

With regard to direct taxes on hydrocarbon exploitation, the general rule is that hydrocarbons are transferred to the contractor (its retribution under the CEOP), and those re-acquisitions from the contractor performed by Chile or its enterprises, as well as their corresponding acts, contracts and documents, are tax exempt. In addition, hydrocarbon exports by the contractor are also tax exempt. With regard to income taxes, as provided by article 5 of Decree Law No. 1,089, the contractor is subject either to a single tax calculated on its retribution, equal to 50% of such retribution, or to the general income tax regime established in the Income Tax Law (Decree Law No. 824 of 1974), in force at the time of the execution of the public deed which contains CEOPs, terms of which will be applicable and invariable throughout the duration of the contract. Income in Chile is subject to corporate tax on an accrual basis and has a current rate of 20%. The applicable and invariable corporate income tax rates of our CEOPs range between 15% and 18.5%, as follows: the Fell Block is subject to a rate of 15%, the Otway and Tranquilo Blocks are subject to a rate of 17% and the Flamenco, Isla Norte and Campanario Blocks are subject to a rate of 18.5% for the income accrued or received during 2012 and 17% for the income accrued or received during 2013 and onward. Dividends or profits distributed to the foreign shareholders of the contractors are subject to 35% Additional Withholding Tax with a tax credit for the corporate income tax paid by the contractor being deductible from the corporate income tax already paid as credit. With regard to the value added tax, contractors may obtain as a refund the value added tax (which is 19% according to the Sales and Services Tax Law contained in Decree Law No. 825 of 1974) supported or paid on the import or purchase of goods or services used in connection with the exploration and exploitation activities. The applicable tax regime for each CEOP remains unchanged throughout the duration of the CEOP.

Colombia

Oil and gas industry

Today, Colombia is one of the largest and most stable economies in South America. The country has a stable political and judicial environment, with a strong track record of growth. Furthermore, Colombia holds investment-grade sovereign debt ratings from all major rating agencies (BBB, BBB- and Baa3 from S&P, Fitch and Moody's, respectively).

In 2012, the country's GDP grew by 4%, with CPI inflation at 2.44%. In order to stimulate growth and private investments, Colombia has throughout the last years entered into several free trade agreements, which include the agreement with the United States in May 2012 and the creation of the Pacific Alliance with Mexico, Peru and Chile in June 2013.

Oil is currently Colombia's leading export and source of foreign investment. Historically, all oil production in the country was from concessions granted to foreign operators or undertaken by Ecopetrol, in contracts of association with foreign companies. During 1999 and 2000, the country was considered to be at risk of becoming a net oil importer unless significant additional reserves were discovered. As a result, Ecopetrol was restructured, and in 2003, a regulatory agency for the sector, the ANH, was created. Following these initial steps, consistent acreage sales to private investors coupled with better seismic work led to an improvement in the country's exploratory success rate and, consequently, to a change in the country's production landscape. Discoveries in Colombia in general have not been relevant in terms of scale; however, the number of discoveries has favored a significant increase in production and the creation of

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several medium-sized companies. Opportunities offered by the Colombian energy sector have changed the competitive landscape by attracting foreign investment in the country from leading multinational energy companies that operate in Colombia either independently or through joint ventures. Foreign investment in the oil and gas industry in Colombia has grown from US$1.125 million in 2005 to US$5.377 million in 2012.

Colombia—signed contracts

Source: ANH

According to the BP Statistical Review, Colombia is the third-largest producer of crude oil and the seventh-largest producer of natural gas in Central and South America. According to the BP Statistical Review, in 2012, the country's oil production reached 365.5 mmboe, with natural gas production of 423.6 bcf.

Colombia—production profile

Source: BP Statistical Review

Colombia is divided in 23 sedimentary basins. Colombian sedimentary basins have extensively developed petroleum systems that make them well suited for exploration and exploitation of hydrocarbons. Colombian supply growth is driven mainly by conventional resources located in reservoirs with large regional distribution systems and heavy oil development along the eastern part of the Tertiary Foreland basins. The

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Eastern Llanos and Magdalena Valley Basins show the most potential for exploration activities. The Eastern Llanos Basin accounts for over 79% of the country's current oil and liquids reserves, followed by Caguan-Putumayo Basin, which accounts for 9%. The Eastern Llanos Basin also contains large gas reserves, comprising 90% of the country's reserves. From 2002 to 2012, Colombian production increased at a CAGR of 5.1% for oil and 6.8% for natural gas.

We believe Colombia offers significant potential for value creation through the application of modern technology and exploration strategies on undercapitalized producing fields.

Colombia—seismic profile (thousand km 2D equivalent)

Source: ANH

Regulation of the oil and gas industry

Under Colombian law, the state owns all hydrocarbon reserves discovered in the Colombian territory and exercises control of the exploitation of such reserves primarily through the ANH.

The ANH is responsible for managing all exploration lands not subject to previously existing association contracts with Ecopetrol. The ANH began offering all undeveloped and unlicensed exploration areas in the country under exploration and production contracts, or E&P Contracts, and Technical Evaluation Agreements, or TEAs, which resulted in a significant increase in Colombian exploration activity and competition, according to the ANH. According to the ANH, since January 2004, 450 E&P Contracts and 97 TEAs have been signed, of which 46 E&P Contracts and eight TEAs have been signed during 2012. The ANH is also in charge of negotiating and executing contracts through "direct negotiation" mechanisms with attention to special conditions in the areas to be explored.

Regulatory entities

The principal authorities that regulate our activities in Colombia are the Ministry of Mines and Energy, the ANH, the National Environmental Licensing Authority, or the ANLA, and the Regulatory Commission of Energy and Gas, or the CREG.

Ministry of Mines and Energy

The Ministry of Mines and Energy is responsible for managing and regulating Colombia's nonrenewable natural resources, assuring their optimal utilization by defining and adopting national policies regarding exploration, production, transportation, refining, distribution and export of minerals and hydrocarbons.

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ANH

The ANH was created in 2003 and is responsible for the administration of Colombia's hydrocarbon reserves. The ANH's objective is to manage the hydrocarbon reserves owned by the state through the design, promotion and negotiation of the exploration and production agreements in areas where hydrocarbons may be found. The ANH is also responsible for creating and maintaining attractive conditions for private investments in the hydrocarbon sector and for designing bidding rounds for exploration blocks.

Any oil company selected by the ANH to explore a specific block must execute either a TEA or an E&P Contract to develop and exploit the block with the ANH. All royalty payments in connection with the production of hydrocarbons are made to the ANH in kind unless the ANH grants a specific waiver to make royalty payments in cash or the specific contract provides for payment in cash. Any oil company working in Colombia must present to the ANH periodic reports on the evolution of their exploration and exploitation activities.

ANLA

The ANLA was created pursuant to Decree 3573 of 2011 issued by the Colombian government with the participation of the Departamento Adminstrativo de la Función Pública, and is responsible for hydrocarbon environmental licensing in Colombia. Any project in the hydrocarbons sector requiring an environmental license must submit to environmental licensing procedures, which require the presentation of an environmental impact assessment, an environmental management plan and a contingency plan. Environmental licenses are granted for exploration and production phases separately.

CREG

Laws 142 and 143 of 1994 created the CREG, a special administrative unit of the Ministry of Mines and Energy, responsible for establishing the standards for the exploitation and use of energy, regulating the domestic utilities of electricity and fuel gas (liquefied petroleum gas and natural gas), establishing price rules for energy and gas and regulating self-generation and cogeneration of energy. The CREG is also responsible for fostering the development of the energy services industry, promoting competition and responding to consumer and industry needs. Decree 4130 of 2011 assigned the CREG new functions that were previously fulfilled by the Ministry of Mines and Energy, including the regulation of tariffs for oil transportation in poliducts and the regulation of petroleum-derived liquid fluids.

Superintendency of Domiciliary Public Services

Under Colombian regulations, the distribution and marketing of natural gas is considered a public service. As such, this activity, as well as electricity, are regulated by Law 142 of 1994 and supervised by the Superintendency of Domiciliary Public Services (Superintendencia de Servicios Públicos Domiciliarios).

Regulatory framework

Regulation of exploration and production activities

Pursuant to Colombian law, the state is the exclusive owner of all hydrocarbon resources located in Colombia and has full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. The Ministry of Mines and Energy is the authority responsible for regulating all activities related to the exploration and production of hydrocarbons in Colombia.

Decree Law 1056 of 1953 (Código de Petróleos), or the Petroleum Code, establishes the general procedures and requirements that must be completed by a private investor prior to commencing hydrocarbon

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exploration or production activities. The Petroleum Code sets forth general guidelines, obligations and disclosure procedures that need to be followed during the performance of these activities.

Exploration and production activities were governed by Decree 1895 of 1973 until September 2009. Decree Law 2310 of 1974 (as complemented by Decree 743 of 1975) governed the contracts and contracting processes carried out by Ecopetrol and the rules applicable to such contracts, and also provided that Ecopetrol was responsible for administering the hydrocarbons resources in the Country. Decree 2310 of 1974 was replaced by Decree Law 1760 of 2003, but all agreements entered into by us prior to 2003 with other oil companies are still regulated by Decree 2310 of 1974.

Decree Law 1760 of 2003 provided the faculties, structure and functions of the ANH, and granted the ANH full and exclusive authority to regulate and oversee the exploration and production of hydrocarbon reserves. Decree Law 1760 of 2003 was complemented by Decree 2288 of 2004, which regulates all aspects related to the reversion of reserves and infrastructure under the joint venture agreements executed by us before 2004.

The regime for the ANH's contracts is set forth in Agreement 008 of 2004 and Agreement 004 of 2012. Accord 008 of 2004, as repealed and replaced by Accord 004 of 2012, issued by the Directive Council of the ANH, sets forth the necessary steps for entering into E&P Contracts with the ANH. This Agreement only regulates the contracts entered into as of May 4, 2012. Prior contracts are still ruled by Agreement 008 of 2004.

Resolution 18-1495 of 2009 establishes a series of regulations regarding hydrocarbon exploration and exploitation. In the E&P Contracts, operators are afforded access to non-contracted blocks by committing to an exploration work program. These E&P Contracts provide companies with 100% of new production, less the participation of the ANH, which participation may differ for each E&P Contract and depends on the percentage that each company has offered to the ANH in order to be granted with a block, subject to an initial royalty payment of 8% and the payment of income taxes of 33%. In addition, the Colombian government also introduced TEAs, in which companies that enter into TEAs are the only ones to have the right to explore, evaluate and select desirable exploration areas and to propose work commitments on those areas, and have a preemptive right to enter into an E&P Contract, thereby providing companies with low-cost access to larger areas for preliminary evaluation prior to committing to broader exploration programs. A preemptive right is granted to convert the TEA into an E&P Contract. Exploration activities can only be carried out by the TEA contractor.

Pursuant to Colombian law, companies are obligated to pay a percentage of their production to the ANH as royalties and an economic right as ANH's participating interest in the production. In 1999, a modification to the royalty system established a sliding scale for royalty payments, linking them to the production level of crude oil and natural gas fields discovered after July 29, 1999 and to the quality of the crude oil produced. Since 2002 the royalties system has ranged from 8% for fields producing up to 5,000 bopd to 25% for fields producing in excess of 600,000 bopd. Changes in royalty programs only apply to new discoveries and do not alter fields already in their production stage. Producing fields pay royalties in accordance with the applicable royalty program at the time of the discovery. The purchase price is calculated based on a reference price for crude oil at the wellhead and varies depending on prevailing international prices. Decree 2100 of 2011 modified the commercialization scheme of natural gas royalties. From 2012 and until May 2013, producers had to directly commercialize the royalties of their own production on behalf of the ANH. In return, the ANH paid a commercialization fee to producers. As of May 2013, contractors must pay in kind royalties to third parties called "Royalty Trading Companies" or "Royalty Marketing Companies," which are in charge of commercializing the royalties.

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Regulation of refining and petrochemical activities

Refining and petrochemical activities are considered to be public utility activities and are subject to governmental regulation. Article 58 of the Petroleum Code establishes that oil refining activities can be developed throughout Colombia. Oil refineries must comply with the technical characteristics and requirements established by the existing regulations.

The Ministry of Mines and Energy is responsible for regulating, supervising and overseeing all activities related to the refining of crude oil, import of refined products, storage, transport and distribution.

Decree 2657 of 1964 regulated the oil refining activities and created the Oil Refining Planning Committee, which is responsible for studying industry problems and implementing short- and long-term refining planning policies. The Committee is also responsible for evaluating and reviewing new refining projects or expansion of existing infrastructure. In evaluating a new project, the Committee must take into account the significance of the project and the economic impact, the sources of financing, profitability, social contribution, the effects on Colombia's balance of payments and the price structure of the refined products.

Pursuant to Resolution 18-0966 of 2006 issued by the Ministry of Mines and Energy and Article 58 of the Petroleum Code, any refining company operating in Colombia must provide a portion or, if needed, the total of its production to supply local demand prior to exporting any production. If the regulated production income, the principal item in the price formula, becomes lower than the export parity price, the price paid for the refined products will be equivalent to the price for those products in the U.S. Gulf Coast market. If there is local demand for imported crudes, the refining company may charge additional transportation costs in proportion to the crudes delivered to the refinery.

In 2008, Law 1205 was issued, with the main purpose of contributing to a healthier environment, and established the minimum quality that fuels should have in the country and the time frame for such a purpose.

The Ministry of Mines and Energy establishes the safety standards for LPG, storage equipment, maintenance and distribution. Regulations issued in 1992 established that every local, commercial and industrial facility with a storage capacity of LPG greater than 420 pounds must receive authorization for operations from the Ministry of Mines and Energy.

As of May 2012, under the powers granted by Decree 4130 of 2011 for currency and tax matters as well as for royalties, the ANH will determine the crude oil price reference.

Regulation of transportation activities

Hydrocarbon transportation activity is considered a public utility activity in Colombia and therefore is under governmental supervision and control. It is also a public service, and pipelines are considered to be public transport companies. Transportation and distribution of crude oil, natural gas and refined products must comply with the Petroleum Code, the Commerce Code (Código de Comercio) and with all governmental decrees and resolutions.

Notwithstanding the general rules for hydrocarbon transportation in Colombia, natural gas transportation has specific regulations, due to the categorization of natural gas distribution as a public utility activity under Colombian laws. Therefore, natural gas distribution transportation is governed by specific regulation, issued by the CREG that seeks primarily to satisfy the needs of the population.

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The exportation of natural gas is not considered a public utility activity under Colombian law and therefore is not subject to Law 142 of 1994. Nevertheless, the internal supply of natural gas is a priority for the Colombian government. This policy is included in Decree 2100 of 2011, providing that in the event the supply of natural gas is reduced or halted as a result of a shortage of this hydrocarbon, the Colombian government has the right to suspend the supply of natural gas to foreign customers. Notwithstanding the foregoing, the Decree 2100 of 2011, establishes freedom to export natural gas, under normal conditions for gas reserves.

Transport systems, classified as crude oil pipelines and multipurpose pipelines, can be owned by private parties. The building, operation and maintenance of pipelines must comply with environmental, social, technical and economic requirements under national and international standards. Transportation networks must follow specific conditions regarding design and specifications, while complying with the quality standards demanded by the oil and gas industry.

According to Law 681 of 2001, multipurpose pipelines must be open to third-party use and owners must offer their capacity on the basis of equal access to all. Hydrocarbon transport activity may be developed by third parties and must meet all requirements established by law.

The Ministry of Mines and Energy is responsible for studying and approving the design and blueprints of all pipelines, mediation of rates between parties or, in case of disagreement, establishing the hydrocarbon transport rates based on information furnished by the service provider, issuing hydrocarbon transport regulations, liquidation, distribution and verification of payment of transport-related taxes and managing the information system for the oil product distribution chain.

The construction of transportation systems requires government licenses and local permits awarded by the Ministry of Environment, in addition to other requirements from the regional environmental authorities.

Recently, further regulations on pipeline access and tariff systems have been defined by the Ministry of Mines and Energy. Over the past months, the Ministry of Mines and Energy has been working on a project to modify the 2010 regulation of pipeline access and tariff systems.

Taxation

The Tax Statute and Law 9 of 1991 provide the primary features of the oil and gas industry's tax and exchange system in Colombia. Generally, national taxes under the general tax statute apply to all taxpayers, regardless of industry. The main taxes currently in effect—after the December 2012 tax reform discussed below—are the income tax (25%), the special income tax for the development of social investments (9% for 2013 to 2015 and 8% for 2016 and beyond) the equity or net assets tax, sales or value added tax (16%), and the tax on financial transaction (0.4%). Additional regional taxes also apply. Colombia has entered into a number of international tax treaties to avoid double taxation and prevent tax evasion in matters of income tax and net asset tax.

Decree 2080 of 2000 (amended by Decree 4800 of 2010), or the international investment regime, regulates foreign capital investment in Colombia. Resolution 8 of the board of the Colombian Central Bank, or the Exchange Statute, and its amendments contain provisions governing exchange operations. Articles 48 to 52 of Resolution 8 provide for a special exchange regime for the oil industry that removes the obligation of repayment to the foreign exchange market currency from foreign currency sales made by foreign oil companies. Such companies may not acquire foreign currency in the exchange market under any circumstances and must reinstate in the foreign exchange market the capital required in order to meet expenses in Colombian legal currency. Companies can avoid participating in this special oil and gas

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exchange regime, however, by informing the Colombian Central Bank, in which case they will be subject to the general exchange regime of Resolution 8 and may not be able to access the special exchange regime for a period of 10 years.

On December 26, 2012, the Colombian Congress approved a number of tax reforms. These changes include, among other things, VAT rate consolidation, a reduction in corporate income tax (from 33% to 25%), changes to transfer pricing rules, the creation of a new corporate income tax to pay for health, education and family care issues (9% for fiscal years 2013 to 2015 and 8% from 2016 and beyond), modifications in individual income tax, new "thin capitalization" rules and a reduction of social contributions paid by certain employees. The implementation of such tax reforms requires further administrative regulation. As of the date of this prospectus, some administrative regulations had been published, although we do not expect the final impact of these reforms to be material to our business.

Brazil

Oil and gas industry

Recent discoveries in the E&P space have transformed Brazil's oil and gas industry landscape and turned the country into one of the fastest-growing oil and gas markets in the world. According to the BP Statistical Review, the country's proved oil reserves in 2012 jumping to 15.3 bboe, an increase of 1.8% as compared to the previous year. The reserves' CAGR throughout the last 10 years has reached 4.56%, significantly above the world's average CAGR of 2.36%. Furthermore, production has also grown above the global rate during this 10-year period—3.7% as compared to 1.4%—in great part favored by recent discoveries in the pre-salt and offshore Atlantic concessions. In 2012, oil production reached 822.4 mmbbl.

Similar dynamics took place for the natural gas market, with reserves in 2012 jumping to 0.45 trillion cubic meters, or tm3, with an implied 10-year CAGR of 6.50%, significantly above the global CAGR of 1.91%. Production has also grown above the global rate during this period—6.53% as compared to 2.90%—also favored by both non-associated gas finds and gas associated with the pre-salt areas. In 2012, natural gas production reached 614.2 bcf. Production levels will be further boosted with the next bidding round, which has been pre-announced by the ANP for the fourth quarter of 2013, and which will be dedicated to areas with gas potential according to studies led by the ANP.

Today, offshore fields are the main contributor to reserves and production; however, the first phase of the production history in the sector, with upstream activities dating back to the 1940s, was in the onshore space, with the Recôncavo Basin in northeast Brazil playing a pivotal role. In 2011, proven domestic oil and natural gas reserves from offshore sites contributed to 94% of total proven reserves (with the remainder located onshore).

Recent pre-salt discoveries are expected to be transformational for Brazil. The hydrocarbon fields Sapinhoá (former Guará), Lula (former Tupi), Iara, and Cernambi (former Iracema) have the vast majority of the recoverable volumes of 15.7 bboe announced by Petrobras in its Management and Business Plan for 2013-2017. In October 2013, the ANP will auction the prospect in the Santos basin known as Libra, which was discovered in 2010. ANP studies estimate a potential of 26 to 42 billion barrels of oil in situ, of which 8 to 12 billion are recoverable barrels.

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Growth of oil and natural gas production (CAGR from 2002 to 2012)

Source: BP Statistical Review

Historically, Brazil's oil and natural gas industry was controlled by Petrobras. In 1995, the Brazilian Federal Constitution was amended to allow privately- or publicly-owned companies to engage in the exploration and exploitation of oil and natural gas, subject to conditions set forth in specific legislation governing the sector. In 1997, the Brazilian Petroleum Law created the ANP to promote a transparent regulatory framework and bidding rounds for new concession areas and to regulate and oversee the Brazilian oil and natural gas sector.

The opening of the Brazilian oil and natural gas industry attracted the attention of private companies. According to the ANP, as of December 2011, Brazil had 61 concessionaries conducting exploratory activities in Brazilian sedimentary basins. Of the 324 exploratory concessions currently under concession and in activity, 92 were exclusive to Petrobras, 94 were being explored by partnerships with private investors and Petrobras and the remaining 138 were being explored by other concessionaries. Out of the 332 fields currently in production, 269 were exclusive concessions to Petrobras and 21 fields were designed as partnership agreements between Petrobras and other concessionaries. Petrobras did not take part in the remaining 42.

As of May 2013, the ANP has held 11 bidding rounds. Round zero was the first round, and was held by the ANP to define Petrobras's participation in its existing concessions after the end of its monopoly. The graph below indicates the number of exploration concessions auctioned at each round.

The ANP's exploratory concession grants

Source: ANP

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On May 14, 2013, the ANP hosted the 11th bidding round offering 289 concessions, located in 11 basins. These concessions cover approximately 158.8 sq km. The auction was characterized by a high level of participation and raised R$2.8 billion in proceeds through license fees. Of the 289 concessions offered, 142 were successfully bid upon by industry players.

Natural gas market in Brazil

The natural gas industry in Brazil has undergone significant changes over the past decade. During this period, natural gas was the fastest-growing component of the non-renewable energy mix in the country. Taking into account the increased local production and imports from Bolivia, natural gas currently accounts for about 7.5% of total Brazilian energy demand, according to the 2012 National Energy Balance published by the Energy Research Company, or EPE. Furthermore, according to EPE's 2021 Ten Year Energy Expansion Plan, the share of natural gas in overall energy consumption in Brazil should reach 7.8% in 2016 and 8.1% in 2021. Production will be further boosted with the next bid round, which has been pre-announced by the ANP for the fourth quarter of 2013, and which will be dedicated to areas with gas potential according to studies led by the ANP.

Brazil has the capacity for both sustained and rapid growth in natural gas over the next decade, which may potentially change the balance between natural gas supply and demand in the country. The increased supply could open up new opportunities in the country. Natural gas may not only help sustain the continued growth of the local market, but Brazil may also choose to reduce the amount of gas imported and, in the long term, become a seasonal exporter.

The increase of the gas supply associated with a growing reserve profile is expected to enable the continued development of the domestic market at rates above the historical ones. Market growth has been largely directed by increased demand from the industrial and power generation sectors, which increased their demand for gas by 89.1% between 2002 and 2011, according to the EPE.

The chart below compares the reserves with the reserves-to-production, or R/P, ratio, in Brazil in the periods indicated.

Reserves versus R/P(1) (Brazil)

Source: BP Statistical Review

(1)    R/P is a valuation formula, calculated as total proved reserves, or R, divided by annualized current net daily production, or P.

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The chart below illustrates the Brazilian domestic natural gas supply in the periods indicated.

Natural gas production/imports

Source: ANP

Brazil's sedimentary basins

The offshore area covers approximately 383.0 million gross acres and the onshore area covers approximately 1,112.0 million gross acres.

Infrastructure and workforce

Overview.    Extensive infrastructure is already in place in the mature coastal basins. The Brazilian midstream infrastructure has grown significantly during recent years. However, it is still small in comparison to other countries, such as the U.S., China and France. In total, there are 32 oil pipes extending across 2,000 km. Local oil pipeline systems connect the fields in the Sergipe-Alagoas, Potiguar and Recôncavo Basins to the coastal export terminals where oil is sent by ship to the refineries in Fortaleza, Bahia and other States. The Brazilian government is expected to announce a ten-year plan for pipeline development, or Pemat, similar to what is done today in the power and utilities sector, through EPE's 2021 Ten Year Energy Expansion Plan.

With a well-established onshore oil and gas industry, the country has an experienced and skilled workforce.

Oil infrastructure.    The oil infrastructure in Brazil is relatively limited, and the majority of oil production is offshore. Oil is loaded onto tankers and shipped directly to coastal terminals and refineries or exported.

Gas infrastructure.    The gas pipeline network in Brazil is still relatively underdeveloped despite the significant expansion currently underway. There are many gas transmission pipelines, including international pipelines and a large distribution system. However, the existing infrastructure covers only a small portion of Brazil, primarily serving the main population centers of São Paulo and Rio de Janeiro, some states in the south and coastal states in the northeast.

LNG

Brazil began importing LNG in early 2009 through two import terminals, one located in northeast Brazil, in the State of Ceará, and another near the major gas markets in southeast Brazil, in the State of Rio de Janeiro. Both terminals offer re-gasification vessels with an anchor point, which may be connected directly to the national gas network. The terminals are designed to provide flexibility in gas supply and meet the region's thermoelectric demand.

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Refineries

There are currently 16 refineries operating in Brazil, of which 12 are Petrobras-operated. The current refining capacity is approximately 2.1 mmboepd, up from the 1.9 mmboepd during the 2000s. This increase has been achieved through capacity expansion of the existing refineries. Petrobras has plans to continue the expansion of the country's refining capacity, and several major projects are either underway or planned that will add a further 1.5 mmboepd of capacity.

Regulation of the oil and gas industry

Article 177 of the Brazilian Federal Constitution of 1988 provides for the Federal Government's monopoly over the prospecting and exploration of oil, natural gas resources and other fluid hydrocarbon deposits, as well as over the refining, importation, exportation and sea or pipeline transportation of crude oil and natural gas. Initially, paragraph one of article 177 barred the assignment or concession of any kind of involvement in the exploration of oil or natural gas deposits to private industry. On November 9, 1995, however, Constitutional Amendment Number 9 altered paragraph one of article 177 so as to allow private or state-owned companies to engage in the exploration and production of oil and natural gas, subject to the conditions to be set forth by legislation.

The Brazilian Petroleum Law, which enacted this constitutional provision:

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confirmed the Federal Government's monopoly over oil and natural gas deposits and further provided that the exploration and production of such hydrocarbons would be regulated and overseen by the federal government;

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created the CNPE and the ANP;

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revoked Law Number 2,004/53, which appointed Petrobras as the exclusive agent to execute the Federal Government's monopoly; and

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established a transitional rule that entitled Petrobras to: (1) produce in fields where Petrobras had already started production under a concession agreement made with the ANP for 27 years, on an exclusive basis, starting on the date the field was declared commercially profitable; and (2) explore areas where Petrobras was able to show evidence of "established reserves" prior to the enactment of the Brazilian Petroleum Law, for up to three years, subsequently extended to five years.

Regulatory entities

National petroleum, natural gas and biofuel agency (ANP)

The Brazilian Petroleum Law created the ANP. The ANP is a regulatory body of the federal government associated with the Ministry of Mines and Energy. The ANP's function is to regulate the oil, natural gas and biofuels industry in Brazil. One of the ANP's primary objectives is to create a competitive environment for oil and natural gas activities in Brazil that will lead to the lowest prices and best services for consumers. Its principal responsibilities include enforcing regulations as well as awarding concessions related to oil, natural gas and biofuels, in accordance with the Brazilian Petroleum Law, as set forth in Decree No. 2,455, dated January 14, 1998, and regulations enacted by the National Council on Energy Policy and National Interest.

National council on energy policy (CNPE)

The CNPE, also created by the Brazilian Petroleum Law, is a council of the President of Brazil presided over by the Minister of Mines and Energy. The CNPE is charged with submitting national energy policies,

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designing oil and natural gas production policies and establishing the procedural guidelines for competitive bids regarding the exploration concessions and areas with established viability in accordance with the Brazilian Petroleum Law.

Regulatory framework

Pricing policy

Until the enactment of the Brazilian Petroleum Law, the Brazilian government regulated all aspects of the pricing of oil and oil products in Brazil, from the cost of oil imported for use in refineries to the price of refined oil products charged to the consumer. Under the rules adopted following the Brazilian Petroleum Law, the Brazilian government changed its price regulation policies. Under these regulations, the Brazilian government: (1) introduced a new methodology for determining the price of oil products designed to track prevailing international prices denominated in U.S. dollars, and (2) gradually eliminated controls on wholesale prices.

Concessions

In addition to opening the Brazilian oil and natural gas industry to private investment, the Brazilian Petroleum Law created new institutions, including the ANP, to regulate and control activities in the sector. As part of this mandate, the ANP is responsible for licensing concession rights for the exploration, development and production of oil and natural gas in Brazil's sedimentary basins through a transparent and competitive bidding process. The ANP has conducted 11 bidding rounds for exploration concessions since 1999, and the twelfth round is expected to take place in the fourth quarter of 2013.

In order to participate in the auction process a company must have proven experience in oil and gas exploration and production activities, be legally constituted under the laws of their home country and undertake that, in the event that they are successful in bidding, the company will constitute a company with its headquarters and management in Brazil, organized under Brazilian law, and have the determined (specific for each bidding round) minimum net equity. If all requirements are met, the company will be considered qualified to bid and make offers for the bidding areas within its category.

Environmental issues

The identification and definition of the concessions to be offered is based on the availability of geological and geophysical data indicating the presence of hydrocarbons. Also, in order to protect the environment, the ANP, the IBAMA and the state environmental agencies analyze all the areas prior to deciding which concessions to offer in licensing rounds. The requirement levels for environmental licensing for the various concessions to be auctioned are then published, allowing the future concessionaire to include environmental considerations in determining what projects to pursue. These environmental guidelines are revised and updated with every ANP bidding round.

Consortium

The oil and natural gas industry is characterized in Brazil by the presence of several companies acting through consortium agreements, or unincorporated joint ventures, in order to share the risks of exploration, development and production activities. Terms of those agreements are set out by the ANP and the actual risk sharing agreement is reflected in joint operating agreements.

Taxation

Introduction.    The Brazilian Petroleum Law introduced significant modifications and benefits to the taxation of oil and natural gas activities. The main component of petroleum taxation is the government

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take, comprised of license fees, fees payable in connection with the occupation or title of areas, royalties and a special participation fee. The introduction of the Brazilian Petroleum Law presents certain tax benefits primarily with respect to indirect taxes. Such indirect taxes are very complex and can add significantly to project costs. Direct taxes are mainly corporate income tax and social contribution on net profit.

Government take.    With the effectiveness of the Brazilian Petroleum Law and the regulations promulgated by the ANP, concessionaires are required to pay the Brazilian federal government the following:

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license fees;

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rent for the occupation or retention of areas;

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special participation fee; and

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royalties on production.

The minimum value of the license fees is established in the bidding rules for the concessions, and the amount is based on the assessment of the potential, as conducted by the ANP. The license fees must be paid upon the execution of the concession contract. Additionally, concessionaires are required to pay a rental fee to landowners varying from 0.5% to 1.0% of the respective hydrocarbon production.

The special participation fee is an extraordinary charge that concessionaires must pay in the event of obtaining high production volumes and/or profitability from oil fields, according to criteria established by applicable regulation, and is payable on a quarterly basis for each field from the date on which extraordinary production occurs. This participation rate, whenever due, may reach up to 40% of net revenues depending on (i) volume of production and (ii) whether the block is onshore, shallow water or deepwater. Under the Brazilian Petroleum Law and applicable regulations issued by the ANP, the special participation fee is calculated based upon quarterly net revenues of each field, which consist of gross revenues calculated using reference prices published by the ANP (reflecting international prices and the exchange rate for the period) less:

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royalties paid;

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investment in exploration;

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operational costs; and

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depreciation adjustments and applicable taxes.

The ANP is responsible for determining monthly minimum prices for petroleum produced in concessions for purposes of royalties payable with respect to production. Royalties generally correspond to a percentage ranging between 5% and 10% applied to reference prices for oil or natural gas, as established in the relevant bidding guidelines (edital de licitação) and concession agreement. In determining the percentage of royalties applicable to a particular concession, the ANP takes into consideration, among other factors, the geological risks involved and the production levels expected.

Relevant Tax Aspects on Upstream Activities.    The special customs regime for goods to be used in the oil and gas activities in Brazil, REPETRO, aims primarily at reducing the tax burden on companies involved in exploring and extracting oil and natural gas, through the total suspension of federal taxes due on the importation of equipment (platforms, subsea equipment, among others), under leasing agreements, subject to the compliance with applicable legal requirements. The period in which the goods are allowed to remain in Brazil under the REPETRO regime may vary depending on the importer, but usually corresponds to the duration of the contract executed between the Brazilian company and the foreign entity, or the period for which the company was authorized to exploit or produce oil and gas.

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In 2007, the legislation regarding the State Value Added Tax—ICMS imposed taxation on the import of equipment into Brazil under the REPETRO regime was significantly changed by ICMS Convention No. 130/2007. This regulation allows each State to grant the ICMS tax calculation basis reduction (generating a tax burden of 7.5% with the recoverability of credits or 3%, without the recoverability of credits) for goods purchased under the REPETRO regime for the production phase and the total exemption or ICMS tax calculation basis reduction (generating a tax burden of 1.5%, without the recoverability of credits) for the exploration phase. In order to be in force, the ICMS Convention No. 130/07 must be included in each state's legislation.

For example, currently, based on Convention No. 130/2007 , the state of Rio de Janeiro grants tax calculation basis reduction for the exploitation (generating a tax burden of 7.5%, with the recoverability of credits or 3%, without the recoverability of credits) and production of oil and gas (generating a tax burden of 1.5%, without the recoverability of credits). For production activities, the legislation used to grant an exemption of ICMS, which was recently changed to a tax calculation basis reduction, according to Resolution Sefaz No. 631, dated May 14th, 2013.

It is important to mention that before the enactment of the Convention No. 130/2007, the State of Rio de Janeiro has attempted to impose ICMS on production activities, based on State Law No. 4,117, dated June, 27, 2003, which was regulated by Decree No. 34,761, dated February 3, 2004, and was subsequently suspended by Decree No. 34,783 of February 4, 2004 for an undetermined period of time. Nevertheless, the State of Rio de Janeiro may choose to enforce the law at any time. Also, the constitutionality of this law is currently being challenged by the Public Ministry in the Supreme Court (ADI 3,019-RJ).

Pursuant to the Brazilian Petroleum Law and subsequent legislation, the federal government enacted Law No. 10,336/01, to impose the Contribution for Intervention in the Economic Sector, or CIDE, an excise tax payable by producers, blenders and importers on transactions with some of oil and fuel products, which is imposed at a flat amount based on the specific quantities of each product. Currently, the CIDE rates are zero, based on Decree No. 7,764/2012.

Argentina

Oil and gas industry

Argentina is the second-largest producer of natural gas and the fourth-largest producer of crude oil in Central and South America, according to the BP Statistical Review. The country is a leading producer and consumer of natural gas in South America, and has a globally significant unconventional oil and gas resource base. Production of both oil and natural gas throughout the last years has been dropping as a result of the maturing of the production fields and lack of investment. In 2012, the country's natural gas production reached 1331 bcf, with oil production at 242.4 mmbbl.

In response to the economic crisis of 2001 and 2002, the Argentine government, pursuant to the Public Emergency Law (Law No. 25,561), established export taxes on certain hydrocarbon products. In subsequent years, in order to satisfy growing domestic demand and abate inflationary pressures, this law was supplemented by constraints on domestic prices, export restrictions and subsidies on imports of natural gas and diesel, among other measures. As a result, local prices for oil and natural gas products had remained significantly below those prevalent in neighboring countries and international commodity exchanges.

After declining during the economic crisis of 2001 and 2002, Argentina's real gross domestic product, or GDP, grew at a compounded average growth rate, or CAGR, of 8.4% from 2003 to 2008. Although the

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growth rate decelerated to 0.9% in 2009 as a result of the global financial crisis, it recovered in 2010 and 2011, growing at an annual rate of 9.2% and 8.9%, respectively, according to the International Monetary Fund. In 2012, the GDP growth rate dropped to 1.9% as a reflex of the Brazilian slowdown spillover effect over to its regional trading partners, especially Argentina, Paraguay, and Uruguay. In Argentina, widespread import and exchange controls also affected business confidence and investment.

Argentina's consumption of oil and natural gas

Source: BP Statistical Review

Driven by economic expansion and stable domestic prices, energy consumption has increased significantly from 2002 to 2012, with demand for oil and gas increasing from 331.7 mboe in 2002 to 518.9 mboe in 2012. Argentine natural oil and gas consumption grew at a CAGR of approximately 4.6% during this period, according to the BP Statistical Review. In recent years, demand has outpaced energy supply (in 2012, the deficit reached 42.5 mboe). As a result of this increasing demand and the maturing of local reserves the country's production surplus has shifted toward a deficit. Still, according to the BP Statistical Review, Argentina's R/P ratio is at 10.2x.

Argentina's production of oil and natural gas (Mmboe)

Source: BP Statistical Review

Regulation of the oil and gas industry

Under Argentine law, the federal executive branch establishes the federal policy applicable to the exploration, exploitation, refining, transportation and marketing of liquid hydrocarbons, but the licensing and enforcement of exploration and activities in hydrocarbon reservoirs has been transferred from the federal government to provincial governments.

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Regulatory entities

The principal authorities that regulate the activities in Argentina are the Secretariat of Energy, at the federal level, and a local enforcement authority at each province (typically a secretariat of energy or hydrocarbons board).

Regulatory framework

Regulation of exploration and production activities

The Argentine oil and gas industry is regulated by Law No. 17,319, referred to as the Hydrocarbons Law, which was adopted in 1967 and amended by Law No. 26,197 in 2007, which established the general legal framework for the exploration and production of oil and gas, and Law No. 24,076, referred to as the Natural Gas Law, enacted in 1992, which established the regulatory framework for natural gas transportation and distribution utilities and the trading of natural gas. In addition, certain concurrent hydrocarbons laws were enacted by some provincial states. In Argentina, eminent domain over hydrocarbon resources lying in the territory of a provincial state is now vested in such provincial state, while eminent domain over hydrocarbon resources lying offshore on the continental platform beyond the jurisdiction of the coastal provincial states is vested in the federal state. From the 1920s to 1989, the Argentine public sector dominated the upstream segment of the Argentine oil and gas industry and the midstream and downstream segment of the business. In 1989, Argentina enacted certain laws aimed at privatizing the majority of its state-owned companies and issued a series of presidential decrees (namely, Decrees No. 1055/89, 1212/89 and 1589/89, or the Oil Deregulation Decrees, relating specifically to deregulation of energy activities). The Oil Deregulation Decrees eliminated restrictions on imports and exports of crude oil, deregulated the domestic oil industry, and effective January 1, 1991, the prices of oil and petroleum products were also deregulated. In 1992, Law No. 24,145, referred to as the Privatization Law, privatized YPF and provided for transfer of hydrocarbon reservoirs from the Argentine government to the provinces, subject to the existing rights of the holders of exploration permits and production concessions. In 1994, a constitutional reform vested eminent domain powers over hydrocarbons on provincial states.

In October 2004, the Argentine Congress enacted Law No. 25,943, creating a new state-owned energy company, Energía Argentina S.A., or ENARSA. The corporate purpose of ENARSA is the exploration and exploitation of solid, liquid and gaseous hydrocarbons; the transport, storage, distribution, commercialization and industrialization of these products; as well as the transportation and distribution of natural gas, and the generation, transportation, distribution and sale of electricity. Moreover, Law No. 25,943 granted ENARSA all offshore areas located beyond 12 nautical miles from the coastline up to the outer boundary of the continental shelf that were vacant at the time of the effectiveness of this law (i.e., November 3, 2004).

Oil and gas exploration permits and exploitation concessions are now granted by each provincial government. A majority of the existing concessions were granted by the federal government prior to the enactment of Law No. 26,197 and were thereafter transferred to the provincial states. Article 5 of the Hydrocarbons Law requires that holders of permits and concessions establish legal domicile in Argentina.

Article 59 of the Hydrocarbons Law provides that the concessionaire shall pay to the state a monthly royalty of 12% of the net production of liquid and gaseous hydrocarbons at the well head, which may be reduced to as low as 5% depending on the productivity, conditions and locations of the wells. Royalties are generally paid in cash at the same price received by the producer at the well head, unless the government gives proper notice of its intention to receive payment in kind. Also, past the initial 25-year term of a concession, an incremental royalty is generally required by the incumbent provincial state as part of the

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renegotiation to grant the 10-year extension to a concession. Because individual provinces are in charge of licensing and overseeing the exploration and exploitation process, there is some variance between individual provinces in terms of the regulations and royalty requirements for concessionaires. Holders of exploration permits and exploitation concessions must also pay an annual surface fee that is based on acreage of land held and which varies depending on the phase (exploration or production) of the operation.

On May 3, 2012, the Argentine Congress passed the Hydrocarbons Sovereignty Act. This law declared achieving self-sufficiency in the supply of hydrocarbons, as well as in the exploitation, industrialization, transportation and sale of hydrocarbons, a national public interest and a priority for Argentina. In addition, the law expropriated 51% of the share capital of YPF, the largest Argentine oil company, from Repsol, the largest Spanish oil company.

On July 28, 2012, Presidential Decree 1277/2012, which regulated the Hydrocarbon Sovereignty Law, was released, establishing that a committee must be in charge of the sector's reference prices. The decree introduced important changes to the rules governing Argentina's oil and gas industry. The decree repeals certain articles of Deregulation Decrees passed during 1989 relating to free marketability of hydrocarbons at negotiated prices, the deregulation of the oil and gas industry, freedom to import and export hydrocarbons and the ability to keep proceeds from export sales in foreign bank accounts. The repeal of these articles appears to formalize certain rules such as price controls and the repatriation of export sales proceeds, which has been in fact required by the government over the last several years.

In addition, the decree creates a governmental strategic planning commission charged with developing investment plans for the country to increase production and reserves and to make Argentina more energy self-sufficient. The decree also requires oil and gas companies, refiners and transporters of hydrocarbon products to submit annual investment plans for approval by the commission. The decree empowers the commission to issue fines and sanctions, including concession termination, for companies that do not comply with its requirements. Finally, the commission is also charged with the responsibility of assuring the reasonableness of hydrocarbon prices in the domestic market and that such prices allow companies to generate a reasonable profit margin.

Regulation of refining and petrochemical activities

Refining and petrochemical activities in Argentina have historically been governed by free enterprise and private refineries have coexisted with state owned refineries.

Until 1989, crude oil production, whether extracted by YPF or by private companies operating under service contracts, was delivered to YPF, and the Secretariat of Energy distributed the same among the refining companies according to quotas. Natural gas production was until then also delivered to YPF and to the then existing state owned Gas del Estado SE utility company.

The Oil Deregulation Decrees issued in 1989 deregulated the hydrocarbons industry and granted to the holders of hydrocarbon permits and concessions the right to freely dispose of the hydrocarbons lifted by them at free market conditions, and abrogated the previous quota allocation system.

After the economic crisis of 2001 and 2002, hydrocarbons refiners and producers were prompted by the Argentine Government to enter into a series of tripartite agreements whereby the prices of crude oil and certain byproducts were capped or regulated. A series of other measures was also adopted, affecting the downstream segment of the industry.

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Regulation of transportation activities

Exploitation concessionaires have the exclusive right to obtain a transportation concession for the transport of oil and gas from the provincial states or the federal government, depending on the applicable jurisdiction. Such transportation concessions include storage, ports, pipelines and other fixed facilities necessary for the transportation of oil, gas and by-products. Transportation facilities with surplus capacity must transport third parties' hydrocarbons on an open-access basis, for a fee which is the same for all users on similar terms. As a result of the privatizations of YPF and Gas del Estado, a few common carriers of crude oil and natural gas were chartered and continue to operate to date.

Taxation

Exploitation concessionaires are subject to the general federal and provincial tax regime. The most relevant federal taxes are the income tax (35%), the value added tax (21%) and a tax on assets. The most relevant provincial taxes are the turnover tax (1% to 3%) and stamp tax. In 2002, in response to the economic crisis, the federal government adopted new taxes on oil and gas products, including export taxes ranging from 5% for by-products to 45% for crude oil. Despite that, under certain incentives programs established in 2008 (namely, the Oil Plus Program and the Refining Plus Program created by Presidential Decree 2014/2008), oil and gas companies increasing their oil reserves and production and refining companies increasing their production would be granted tax rebate certificates to be credited against the payment of the export taxes. However, the Oil Plus Program and the Refining Plus Program were suspended for certain companies in February 2012 and subsequently amended and reinstated in June 2012.

Certain tax benefits apply to exploration programs in association with ENARSA. Argentina has also implemented certain tax incentives to promote infrastructure and capital goods investments, including oil and gas production and transportation, including advanced reimbursement of value added tax and accelerated income tax depreciation.

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Business

Overview

We are an independent oil and natural gas exploration and production, or E&P, company with operations in South America and a proven track record of growth in production, reserves and cash flows since 2006. We operate in Chile, Colombia and, to a lesser extent, in Argentina, and we expect to begin operating in Brazil by the end of 2013, following the closing of our pending Rio das Contas acquisition and the separate award to us of seven new concessions in Brazil (which we refer to collectively as our pending Brazil Acquisitions). See "—Recent developments."

We have a well-balanced portfolio of assets that includes working and/or economic interests in 19 onshore hydrocarbons blocks, with nine blocks currently in production and eight additional blocks upon the closing of the pending Brazil Acquisitions. We produced a net average of 13,221 boepd during the first half of 2013, 58% of which was produced in Chile, 42% of which was produced in Colombia and 0.4% of which was produced in Argentina, and of which 80% was oil. Accounting for our pending Rio das Contas acquisition, on a pro forma basis, we would have produced an average of 17,135 boepd during the first half of 2013, with Chile, Colombia and Brazil representing 44%, 32% and 23% of our production, respectively, and with oil representing 62% of our total production. As of December 31, 2012, we had net proved reserves of 16.8 mmboe (composed of 71% oil and 29% natural gas), of which 10.2 mmboe, or 61%, and 6.6 mmboe, or 39%, were in Chile and Colombia, respectively. According to the D&M Brazil and Colombia Reserves Report, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe (composed of 100% oil). Additionally, according to this report, as of June 30, 2013, Rio das Contas had net proved reserves of 8.1 mmboe (composed of approximately 99% natural gas).

We have developed our company around three principal abilities:

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to successfully explore the subsurface in the search for oil and gas;

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to efficiently operate, drill, produce and market hydrocarbons from our properties; and

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to acquire and consolidate assets in the main oil- and natural gas-producing regions in South America.

We believe that our risk and capital management policies have enabled us to compile a geographically diverse portfolio of properties that balances exploration, development and production of oil and gas. These attributes have also allowed us to raise capital and to partner with premier international companies. Finally, we believe we have developed a distinctive culture within our organization that promotes and rewards partnership, entrepreneurship and merit. Consistent with this approach, all of our employees are eligible to participate in our long-term incentive program, or our Performance-Based Employee Long-Term Incentive Program. See "Management—Compensation—Executive compensation—Performance-Based Employee Long-Term Incentive Program."

In Chile, we are the first and the largest non-state-controlled oil and gas producer. We began operations in 2006 in the Fell Block and have evolved from having a non-operated, non-producing interest to having a fully-operated and producing asset with over 10.2 mmboe of net proved reserves as of December 31, 2012 and average production of 7,615 boepd in the first six months of 2013. In addition, we operate five other hydrocarbon blocks in Chile with significant prospective resources.

In Colombia, following our successful acquisitions of Winchester, Luna and Cuerva in early 2012, we have an asset base of 10 hydrocarbon blocks where we were able to increase average production to 5,550 boepd in the first six months of 2013, an increase of 83% (on a pro forma basis, giving effect to our Colombian acquisitions) as compared to the first six months of 2012. As of December 31, 2012, we had net proved

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reserves of 6.6 mmboe in Colombia. Additionally, according to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe.

In May 2013, we expanded our footprint to Brazil, and were awarded, subject to entry into concession agreements with the ANP, seven new concessions in the onshore Recôncavo Basin in the State of Bahia and in the onshore Potiguar Basin in the State of Rio Grande do Norte. We also agreed, in May 2013, to acquire Rio das Contas from Panoro, which holds a 10% working interest in the shallow offshore Manati Field, the largest non-associated gas field in Brazil, which produced, in the year ended December 31, 2012, approximately 8.7% of the gas produced in Brazil. Rio das Contas's 10% working interest in the Manati Field represented 3,914 boepd of production during the second half of 2013. See "Prospectus summary—Recent developments."

The table below sets forth certain of our financial and operating data for the periods indicated, as well as pro forma data reflecting our acquisitions of Winchester, Luna and Cuerva in Colombia and our pending Brazil Acquisitions.

	For the six-month period ended June 30,				For the year ended December 31,
	2013		2012		2012		2011
	(unaudited)				(unaudited)
Financial data
Revenues (US$ thousands)		160,806		121,991		250,478		111,580
Pro forma revenues (US$ thousands) (unaudited)(1)		185,422		—		325,403		—
Adjusted EBITDA(2) (US$ thousands)		84,014		70,274		121,404		63,391
Pro forma Adjusted EBITDA(1)(2) (US$ thousands) (unaudited)		101,191		—		168,708		—
Operating data (unaudited)
Average net production (boepd)		13,221		11,939		11,292		7,593
% oil and liquids		80%		62%		66%		33%
Pro forma average net production (boepd)(3)		17,135		15,428		14,952		—
Pro forma % oil and liquids(4)		62%		49%		50%		—

(1)    Pro forma revenues and pro forma Adjusted EBITDA are revenues and Adjusted EBITDA, respectively, after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas for the year ended December 31, 2012 and, after giving effect to the acquisition of Rio das Contas, for June 30, 2013, in each case as if such acquisitions had occurred as of January 1, 2012. For a reconciliation of pro forma Adjusted EBITDA to the IFRS financial measure of profit for the period before income tax, see "Unaudited condensed combined Pro Forma financial data—Note 6."

(2)    We define Adjusted EBITDA as profit for the period before net finance cost, income tax, depreciation, amortization and certain non-cash items such as impairments and write-offs of unsuccessful efforts, accrual of stock options and stock awards and bargain purchase gain on acquisition of subsidiaries. Adjusted EBITDA is not a measure of profitability or cash flows as determined by IFRS. See "Presentation of financial and other information—Non-IFRS financial measures." For a reconciliation of pro forma Adjusted EBITDA to the IFRS financial measure of profit before income tax, see "Unaudited condensed combined pro forma financial data—Note 6."

(3)    Pro forma average net production is production after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas for the year ended December 31, 2012 and, after giving effect to the acquisition of Rio das Contas, for June 30, 2013, in each case as if such acquisitions had occurred as of January 1, 2012.

(4)   Pro forma % oil and liquids is % oil and liquids after giving effect to the acquisitions of Winchester, Luna, Cuerva and Rio das Contas for the year ended December 31, 2012 and, after giving effect to the acquisition of Rio das Contas, for June 30, 2013, in each case as if such acquisitions had occurred as of January 1, 2012.

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Our operations

As of June 30, 2013, our holdings included 19 hydrocarbon blocks in which we have working and/or economic interests: six in Chile; 10 in Colombia; and three in Argentina.

Operations in Chile

We became the first privately-owned oil and gas producer in Chile when we began production in the Fell Block in May 2006, and, for the six -month period ended June 30, 2013, we produced 69% of Chile's total oil production and approximately 18% of its total gas production, according to information provided by the Chilean Ministry of Energy. We believe our acreage position in Chile represents an important platform for continued growth and expansion in that country.

The map below shows the location of the blocks in Chile in which we have working interests.

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The table below summarizes information about the blocks in Chile in which we have working interests as of and for the six-month period ended June 30, 2013.

Block	Gross acres (thousand acres)			% working interest(1)(6)			Partners(2)		Operator	Net proved reserves (mmboe)(3)		Production (boepd)		Basin	Concession expiration year
Fell		367.8			100%			—	GeoPark		10.2		7,615	Magallanes	Exploitation: 2032
Tranquilo		92.4			29%			Pluspetrol; Wintershall; Methanex	GeoPark		—		—	Magallanes	Exploitation: 2043
Otway		49.4(4	)		100%(5	)		—	GeoPark		—		—	Magallanes	Exploitation: 2044
Isla Norte		130.2			60%(5	)		ENAP	GeoPark		—		—	Magallanes	Exploration: 2019 Exploitation: 2044
Campanario		192.2			50%(5	)		ENAP	GeoPark		—		—	Magallanes	Exploration: 2020 Exploitation: 2045
Flamenco		141.3			50%(5	)		ENAP	GeoPark		—		—	Magallanes	Exploration: 2019 Exploitation: 2044

(1)    Working interest corresponds to the working interests held by our respective subsidiaries in such block, net of any working interests held by other parties in such block. LGI has a 20% direct equity interest in our Chilean operations through GeoPark Chile. See "—Significant agreements—Agreements with LGI—LGI Chile Shareholders' Agreement."

(2)    Partners with working interests.

(3)    As of December 31, 2012.

(4)   In April 2013, we voluntarily relinquished to the Chilean government all of our acreage in the Otway Block, except for 49,421 acres. In May 2013, our partners under the joint operating agreement governing the Otway Block decided to withdraw from such joint operating agreement, and applied for an assignment of rights permit on August 5, 2013, pursuant to which, and subject to the Chilean Ministry of Energy's approval, we will be the sole participant, and have a working interest of 100%, in our two remaining areas under the Otway Block CEOP. See "Business—Our operations—Operations in Chile—Otway and Tranquilo Blocks."

(5)    LGI has a 14% direct equity interest in our Tierra del Fuego operations through GeoPark TdF and a 20% direct equity interest in GeoPark Chile, for a total effective equity interest of 31.2% in our Tierra del Fuego operations. See "—Tierra del Fuego Blocks" and "—Significant agreements—Agreements with LGI—LGI Chile Shareholders' Agreements."

Our Chilean blocks are located in the provinces of Ultima Esperanza, Magallanes and Tierra del Fuego in the Magallanes Basin, a proven oil- and gas-producing area. As of June 30, 2013, the Magallanes Basin accounted for all of Chile's oil and gas production. Although this basin has been in production for over 60 years, we believe that it remains relatively underdeveloped.

Substantial technical data (seismic, geological, drilling and production information), developed by us and by ENAP, provides an informed base for new hydrocarbon exploration and development. Shut-in and abandoned fields may also have the potential to be put back in production by constructing new pipelines and plants. Our geophysical interpretations suggest additional development potential in known fields and exploration potential in undrilled prospects and plays, including opportunities in the Springhill, Tertiary, Tobífera and Estratos con Favrella formations. The Springhill formation has historically been the source of production in the Fell Block, though the Estratos con Favrella shale formation is the principal source rock of the Magallanes Basin, and we believe it contains unconventional resource potential.

Fell Block

In 2006, we became the operator and 100% interest owner of the Fell Block. When we first acquired an interest in the Fell Block in 2002, it had no material oil and gas production. Since then, we have completed more than 1,100 sq km of 3D seismic surveys and drilled over 85 exploration and development wells. In the first six months of 2013, we produced an average of approximately 15,399 mcfpd of gas and 5,048 bopd of oil, or 7,615 boepd, in the Fell Block.

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The Fell Block has an area of approximately 368,000 gross acres (1,488 sq km) and its center is located approximately 140 km northeast of the city of Punta Arenas. It is bordered on the north by the international border between Argentina and Chile and on the south by the Strait of Magellan.

The first exploration efforts began on the Fell Block in the 1950s. Through 2005, ENAP carried out 2,400 km of 2D seismic surveys and 256 sq km of 3D seismic surveys and drilled 147 wells in the block, producing approximately 10 mmboe. From 2006 through August 2011, we invested approximately US$210 million in exploring and developing the Fell Block, which allowed us to transition approximately 84% of the Fell Block's area from an exploration phase into an exploitation phase, which we expect will last through 2032. During the exploration phase, we exceeded the minimum work and investment commitment required under the Fell Block CEOP by more than 75 times, and as of June 30, 2013, had invested more than US$410 million in the Fell Block. There are no minimum work and investment commitments under the Fell Block CEOP associated with the exploitation phase.

Geologically, the Fell Block is located in the eastern part of the Magallanes Basin. The principal producing reservoir is made up of sandstones in the Springhill formation, at depths of 2,200 to 3,500 meters. Additional reservoirs have been discovered and put into production in the Fell Block—namely, Tobífera formation volcaniclastic reservoirs at depths of 2,200 to 3,600 meters, and Upper Tertiary and Upper Cretaceous sandstones, at depths of 700 to 2,000 meters.

Our geosciences team continues to identify and develop an attractive inventory of prospects and drilling opportunities for both exploration and development in the Fell Block, and we expect to continue our comprehensive drilling program in the Fell Block in the coming years. The recent oil discoveries in the Konawentru, Yagan, Yagan Norte, Copihue and Guanaco fields have opened up new oil and gas potential in the Fell Block. An important discovery during 2011 was the Konawentru 1 well, which we initially tested to have in excess of 2,000 bopd from the Tobífera formation, and which has opened up additional potentially attractive opportunities (workovers, well-deepenings and new exploration and development wells) in the Serie Tobifera throughout the Fell Block.

As of June 30, 2013, the Konawentru 1 well was producing at a rate of approximately 1,068 bopd and had produced over 920,000 bbl since its discovery in 2011.

During the last three months of 2012, and throughout the first six months of 2013, we continued our exploration and development from the SerieTobifera by drilling wells in Konawentru, Yagán and Yagán Norte fields, as well as deepening existing wells in Ovejero and Molino fields with stable production from the formation, and successful workovers in Tetera and Kiuaku fields. We also initiated an evaluation of the Estratos con Favrella shale reservoir, which we believe represents a high-potential, unconventional resource play for shale oil and gas, as a broad area of the Fell Block (1,000 sq km) appears to be in the oil window for this play. We have begun work to reinterpret core data logs and well test information, evaluate cores and fluids and determine reservoir brittleness (for fracturing) through special field tests.

Additionally, in June 2013, we successfully tested gas production from a previously untested Springhill formation in the Yagan Norte 4 well, in the Fell Block, and carried out a production test, which flowed at a rate of approximately 3.3 mcfpd.

Tierra del Fuego Blocks (Isla Norte, Campanario and Flamenco Blocks)

In the first and second quarters of 2012, we entered into three CEOPs with ENAP and Chile granting us working interests in the Isla Norte, Campanario and Flamenco Blocks, located in the center-north of the Tierra del Fuego province of Chile. We are the operator of all three of these blocks, with working interests

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of 60%, 50% and 50%, respectively. We believe that these three blocks, which collectively cover 4,637 gross acres (1,877 sq km) and are similar and geologically contiguous to the Fell Block, represent strategic acreage with high resource potential. Following the successful methodology we employed on the Fell Block, we expect to evaluate early production opportunities from existing nonproducing wells in Tierra del Fuego. We have committed to paying 100% of the required minimum investment under the CEOPs covering these blocks, in an aggregate amount of US$101.4 million through the end of the first exploratory periods for these blocks, which we expect will occur by November 2015 for the Flamenco and Isla Norte Blocks and by January 2016 for the Campanario Block, which includes our covering of ENAP's investment commitment which corresponds to its working interest in the blocks. In the first quarter of 2012, we began 3D seismic operations in the Flamenco Block. As of June 30, 2013, we had completed 1,315 sq km, which includes 41 sq km of overlapped areas of 3D seismic surveys (88% of our seismic commitment under the CEOPs for the first exploration period). We expect to drill a total of six exploration wells in the Tierra del Fuego Blocks (33% of our commitment under the CEOPs for the first exploration period) by the end of 2013, and potentially an additional two development wells, depending on the results of these exploratory wells.

Exploration in the Tierra del Fuego province in the Magallanes Basin dates back to the 1940s, when the first surface exploration focused on obtaining stratigraphic and structural information. Structural traps with transgressive sandstone reservoirs (Springhill formation) were outlined with refraction seismic lines and, in 1945, oil was discovered.

In the specific area of our Tierra del Fuego Blocks, the first wells were drilled in 1951, resulting in the discovery of the Sombrero oil and gas field. At the end of the 1950s and in the early 1960s, new fields were discovered to the east (the Catalina and Cuarto Chorrillo fields) and, following seismic reflection data acquisition, additional new fields were discovered and existing fields were further developed. During the past decade, geological studies in the Magallanes Basin have focused on stratigraphic analysis, based on 3D and 2D seismic information, the definition and distribution of facies of the deltaic and/or turbiditic depositional systems of the Late Cretaceous-Tertiary period and the evolution of the oil system in terms of generation/timing/expulsion and trapping.

Geologically, our Tierra del Fuego Blocks are located on the eastern margin of the Magallanes Basin, whose principal reservoirs are made up of sandstones of the Neocomian (Springhill formation) and the volcanic-clastic rocks (Tobífera formation), which have been the main targets of exploration in recent decades. Four main exploration plays of the Tierra del Fuego Blocks are the Springhill play, the Tobífera Clastic play, the Fractured Tobífera play and the Tertiary play.

Isla Norte Block.    We are the operator of, and have a 60% working interest in, the Isla Norte Block, which covers approximately 130,200 gross acres (527 sq km). As of June 30, 2013, we had identified 10 oil prospects and four gas prospects in the Isla Norte Block, and had completed 129 sq km (37%) of the committed 350 sq km of 3D seismic surveys during the second quarter of 2013. The remaining seismic commitment is expected to be completed by the end of 2013. We have also committed to drilling three wells during the first exploration period under the CEOP governing the Isla Norte Block.

Campanario Block.    We are the operator of, and have a 50% working interest in, the Campanario Block, which covers approximately 192,200 gross acres (778 sq km). As of June 30, 2013, we had identified 11 oil prospects and six gas prospects in the Campanario Block, and had completed 100% of the committed 578 sq km of 3D seismic surveys during the first six months of 2013. We have also committed to drilling eight wells during the first exploration period under the CEOP governing the Campanario Block.

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Flamenco Block.    We are the operator of, and have a 50% working interest in, the Flamenco Block, which covers approximately 143,800 gross acres (582 sq km). As of June 30, 2013, we had identified nine oil prospects and six gas prospects in the Flamenco Block. In June 2013, we discovered a new oil and gas field in the block following the successful testing of the Chercán 1 well, the first well drilled by us in Tierra del Fuego. We conducted a production test in the Tobífera formation, in which gas flowed at a rate of approximately 4.0 mmcfpd and oil flowed at rates of approximately 35 bopd. We have initiated efforts to design and construct flowlines to connect the Chercán 1 well to existing pipeline infrastructure. We have also completed drilling two additional wells, the Omeling 1 and Yakamush 1 wells, in the Flamenco Block, which is currently being tested.

As of June 30, 2013, we had completed 99% (567 sq km) of the committed 570 sq km of 3D seismic surveys. The remaining seismic commitment is expected to be completed by the end of 2013. We have also committed to drilling 10 wells during the first exploration period under the CEOP governing the Flamenco Block.

Otway and Tranquilo Blocks

We are the operator of the Otway and Tranquilo Blocks. As of June 30, 2013, we had a 25% working interest in the Otway Block and our partners' were 25% (Pluspetrol), 25% (Wintershall), 12.5% (IFC) and 12.5% (Methanex). We have a 29% working interest in the Tranquilo Block, where our partners are 29% (Pluspetrol), 25% (Wintershall) and 17% (Methanex).

In the Otway Block, our partners withdrew from the joint operating agreement governing the Otway Block in May 2013, and applied to the Chilean Ministry of Energy to assign their rights to us in the Otway Block CEOP in August 2013. Following this approval we will be the sole participant in the Otway Block.

As of June 30, 2013, the Otway and Tranquilo Blocks covered an area of approximately 49,400 gross acres (200 sq km) and 92,400 gross acres (374 sq km), respectively. The first hydrocarbon exploration activities in these blocks began in the 1920s, and between 1930 and 1990, several wells were drilled, most with gas manifestations.

Geologically, the Tranquilo and Otway Blocks are located in the Magallanes Basin's northwest area, composed of the Folded Belt and Thrust Front and the Tertiary Foreland Basin. The reservoirs with production history in the Otway Block relate to the Agua Fresca formation, at depths of 1,500-2,000 meters. The reservoirs with production history in the Tranquilo Block are related to the Loreto formation, at depths of 700 to 1,000 meters. Other potential reservoirs in the Otway and Tranquilo Blocks include the Morro Chico, Loreto, Chorillo Chico and Rocallosa and Rosa formations.

As of June 30, 2013, we had completed our minimum work commitments for the Otway and Tranquilo Blocks, with a total investment of over US$24.0 million for the first exploratory period.

The Otway Block's seismic commitment program was completed in 2011 and included 270 sq km of 3D seismic and 127 km of 2D seismic survey work. In 2012, we drilled two wells in the Otway Block, the Tatiana and Cabo Negro wells, both of which were subsequently plugged and abandoned.

In the Tranquilo Block we completed a seismic program consisting of 163 sq km of 3D seismic and 303 sq km of 2D seismic survey work, and drilled the Renoval 1, Marcou Sur, Palos Quemados and Estancia María Antonieta wells. Two of the wells were plugged and abandoned, one, the Marcou Sur is under evaluation, and one was the Palos Quemados well in which we discovered gas in the El Salto formation.

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Currently the Palos Quemados well is undergoing a 22-week production test aimed at defining its productive potential. We deliver the test gas that is currently produced at commercial rates in the Palos Quemados well through the nearby city of Puerto Natales's gas pipeline, at a rate of approximately 24 mcfpd. In order to continue producing in this well, we will have to declare its commercial viability.

On January 17, 2013, we formally announced to the Chilean Ministry of Energy our decision not to proceed with the second exploratory period and to terminate the exploratory phase of the Tranquilo Block CEOP. Subsequently, we relinquished all areas of the Tranquilo Block, except for a remaining area of 92,417 gross acres, for the exploitation of the Renoval, Marcou Sur, Estancia Maria Antonieta and Palos Quemados Fields, which we have identified as the areas with the most potential for prospects in the block.

Additionally, on April 10, 2013, we voluntarily and formally announced to the Chilean Ministry of Energy our decision not to proceed with the second exploratory period and to terminate the exploratory phase under the Otway Block CEOP, such that we relinquished all areas of the Otway Block, except for two areas totaling 49,421 gross acres in which we declared the discovery of hydrocarbons, in the Cabo Negro and Tatiana prospect areas.

Operations in Colombia

In the first quarter of 2012, we acquired Winchester, Luna and Cuerva, three privately-held E&P companies operating in Colombia. We closed the acquisitions of Winchester and Luna in February 2012 and the acquisition of Cuerva in March 2012. We acquired Winchester, Luna and Cuerva for a total consideration of US$105.0 million, adjusted for working capital. Additionally, under the terms of the agreement to acquire Winchester, or the Winchester Stock Purchase Agreement, we are obligated to make certain payments to the previous owners of Winchester based on the production and sale of hydrocarbons discovered by exploration wells drilled after October 25, 2011. These payments involve both an earnings-based measure and an overriding royalty equal to an estimated 4% of our net revenues for any new discoveries of oil. As of June 2013, we had paid US$2.8 million for the year ended December 31, 2012 and for the six-month period ended June 30, 2013 to the previous owners of Winchester pursuant to the Winchester Stock Purchase Agreement.

Additionally, in December 2012, LGI agreed to acquire a 20% equity interest in GeoPark Colombia, for a total consideration of US$20.1 million composed of a US$14.9 million capital contribution, a US$4.9 million loan to GeoPark Colombia and certain miscellaneous reimbursements. See "—Significant agreements—Agreements with LGI—LGI Colombia Shareholders' Agreement."

Our interests in Colombia include working interests and economic interests. "Working interests" are direct participation interests granted to us pursuant to an E&P Contract with the ANH, whereas "economic interests" are indirect participation interests in the net revenues from a given block based on bilateral agreements with the concessionaires.

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The map below shows the location of the blocks in Colombia in which we have working and/or economic interests.

The table summarizes information about the blocks in Colombia in which we have working interests as of and for the six-month period ended June 30, 2013.

Block	Gross acres (thousand acres)		% working interest(1)		Partners(2)	Operator	Net proved reserves (mmboe)(3)			Production (boepd)		Basin	Concession expiration year
La Cuerva		47.8	100.0%		—	GeoPark		2.2			1,955	Llanos	Exploration: 2014 Exploitation: 2038
Llanos 34		82.2	45.0%		Ramshorn; P1 Energy	GeoPark		3.9	(4)		2,557	Llanos	Exploration: 2015 Exploitation: 2039
Llanos 62		44.0	100.0%		—	GeoPark		—			—	Llanos	Exploration: 2017 Exploitation: 2041
Yamú		11.2	54.5/75.0%	(5)	—	GeoPark		0.4	(4)		565	Llanos	Exploration: 2013 Production: 2036	(8)
Llanos 17		108.8	36.8%	(6)	Ramshorn; Parex	Ramshorn		—			—	Llanos	Exploration: 2015 Exploitation: 2039
Llanos 32		100.3	10.0%	(7)	Ramshorn; APCO; P1 Energy	P1 Energy		0.02			218	Llanos	Exploration: 2015 Exploitation: 2039
Jagüeyes 3432A		61.0	5.0%		Columbus	Columbus		—			—	Llanos	Exploration: 2014 Exploitation: 2038

(1)    Working interest corresponds to the working interests held by our respective subsidiaries in such block, net of any working interests held by other parties in such block. LGI has a 20% direct equity interest in our Colombian operations through GeoPark Colombia. See "—Significant agreements—Agreements with LGI—LGI Colombia Shareholders' Agreement."

(2)    Partners with working interests.

(3)    As of December 31, 2012.

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(4)   According to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, our net proved reserves for certain new discoveries made in Colombia since December 31, 2012 resulted in an additional 2.4 mmboe, composed of 2.2 mmboe in the Llanos 34 Block and 0.2 mmboe in the Yamú Block, to our net proved reserves.

(5)    Although we are the sole title holder of the working interest in the Yamú Block, other parties have been granted economic interests in fields in this block. Taking those other parties' interests into account, we have a 54.5% interest in the Carupana Field and a 75% interest in the Yamú Field, both located in the Yamú Block.

(6)   We currently have a 40% working interest in the Llanos 17 Block, although we assigned a 3.2% economic interest to a third party. We expect to formalize this assignment with the ANH so that it will be recognized as a working interest.

(7)    We currently have a 10% economic interest in the Llanos 32 Block, although we expect to apply to the ANH to recognize this as a working interest in the block.

(8)   The Yamú Block E&P Contract is in both the exploration and exploitation phases. The phases overlap because the exploitation phase (lasting 24 years) for the Yamú and Carupana Fields began on the date these fields were declared commercially viable, while the exploration phase continued to run for the rest of the block.

The table summarizes information about the blocks in Colombia in which we have economic interests as of and for the six-month period ended June 30, 2013.

Block	Gross acres (thousand acres)		% economic interest(1)		Operator	Production (boepd)		Basin
Arrendajo		78.1		10%	Pacific		151	Llanos
Abanico		32.1		10%	Pacific		102	Magdalena
Cerrito		10.2		10%	Pacific		2.8	Catatumbo

(1)    Economic interest corresponds to indirect participation interests in the net revenues from the block, granted to us pursuant to a joint operating agreement.

Eastern Llanos Basin: (La Cuerva, Yamú, Llanos 34, Llanos 32, Llanos 62, Llanos 17, Jagüeyes 3432A, Arrendajo, Abanico and Cerrito Blocks)

The Eastern Llanos Basin is a Cenozoic Foreland basin in the eastern region of Colombia. Two giant fields (Caño Limón and Castilla), three major fields (Rubiales, Apiay and Tame Complex) and approximately fifty minor fields had been discovered as of December 31, 2006. The source rock for the basin is located beneath the east flank of the Eastern Cordillera, as a mixed marine-continental shaly basinal facies of the Gachetá formation. The main reservoirs of the basin are represented by the Paleogene Carbonera and Mirador sandstones. Within the Cretaceous sequence, several sandstones are also considered to have good reservoirs.

La Cuerva Block.    We are the operator of, and have a 100% working interest in, the La Cuerva Block, which covers approximately 47,000 gross acres (190 sq km). Since we acquired an interest in the La Cuerva Block, we have drilled a total of 15 wells in the block, 10 of which were productive. For the six-month period ended June 30, 2013, our average net production at the La Cuerva Block was 1,955 bopd. We operate in the block pursuant to an E&P Contract with the ANH. See "—Significant agreements—Colombia—E&P Contracts—La Cuerva Block E&P Contract."

Llanos 34 Block.    We are the operator of, and have a 45% working interest in, the Llanos 34 Block, which covers approximately 82,200 gross acres (333 sq km). For the six-month period ended June 30, 2013, our average net daily production in the block was 2,557 bopd and approximately 88% of the 250 sq km 3D seismic program scheduled for 2013 has been completed. Currently, the full seismic program has been completed. Our partners in the block are Ramshorn International Limited, or Ramshorn, and P1 Energy Corp., or P1 Energy, who have a 45% and 10% interest, respectively, in the Llanos 34 Block. Since we acquired an interest in the block in the first quarter of 2012, as of June 30, 2013, we had discovered three new oil fields through the drilling of 10 wells in the block, nine of which are in production. These include the Tua 4 well in the Tua Field and the Tarotaro 1 exploration well in the Tarotaro Field, each of which we

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successfully drilled, tested and put into production in June 2013. A test conducted on the Tua 4 well, which we drilled to a total depth of 3,175 meters, resulted in a production rate of approximately 526 bopd, and a test conducted in the Tarotaro 1 well resulted in a production rate of approximately 2,239 bopd. In each case, surface facilities are already in place and the crude oil produced from the wells is now being marketed and sold. The Tua Field and the Tarotaro Field are the second and fourth oil fields, respectively, that we have discovered since our expansion into Colombia in the first half of 2012. A new development well, Tarotaro 2, has also been spud in the Tarotaro Field to further appraise the field, and is currently in production. We operate in the block pursuant to an E&P Contract with the ANH. See "—Significant agreements—Colombia—E&P Contracts—Llanos 34 Block E&P Contract."

Llanos 62 Block.    We are the operator of, and have a 100% working interest in, the Llanos 62 Block, which covers approximately 44,000 gross acres (178 sq km). As of June 30, 2013, we had undertaken 72.2 sq km of 3D seismic surveys within the block. We operate the block pursuant to an E&P contract with the ANH.

Yamú Block.    We are the operator of, and have a 100% working interest in, the Yamú Block, which covers approximately 11,200 gross acres (45.5 sq km). Economic rights to certain fields in the Yamú Block have been granted to other parties. In May 2013, we successfully drilled and completed the Potrillo 1 well in the block—our third oil field discovery in Colombia—to a total depth of 3,560 meters. The well most recently tested at a production rate of 300 bopd. Surface facilities are already in place, and the crude oil produced from the well is now being marketed and sold. For the six-month period ended June 30, 2013, our average net production at the Yamú Block was 565 bopd. We operate in the block pursuant to an E&P Contract with the ANH.

Llanos 17 Block.    We have a 40% working interest in the Llanos 17 Block, which covers approximately 108,800 gross acres (440 sq km). Parex Resources Colombia Ltd. Sucursal, or Parex, is the operator of, and has a 40% working interest in, the Llanos 17 Block. P1 Energy holds the remaining 20% working interest. Since we acquired a working interest in the block, two wells have been drilled in the block, one of which was productive. We maintain our 40% working interest in the Llanos 17 Block pursuant to an E&P Contract with the ANH. However, we expect to apply to the ANH to approve an assignment of 3.2% of our working interest in this block to another party.

Llanos 32 Block.    P1 Energy is the operator of, and has a 50% working interest in, the Llanos 32 Block, which covers approximately 100,300 gross acres (406 sq km). P1 Energy's partners in the block are Ramshorn and APCO Properties Ltd., or APCO, who have a 30% and a 20% working interest in the block, respectively. Currently, we have a 10% economic interest in the Llanos 32 Block pursuant to a joint operating agreement with P1 Energy. We do not maintain a direct working interest in this block pursuant to an E&P Contract with the ANH, but we expect to apply to the ANH to recognize our interest in the Llanos 32 Block as a working interest. Since we acquired an interest in the Llanos 32 Block, five wells have been drilled in the block, three of which were productive. For the six-month period ended June 30, 2013, our average net production in the Llanos 32 Block was 218 bopd.

Jagüeyes 3432A Block.    We have a 5% working interest in the Jagüeyes 3432A Block, which covers approximately 61,000 acres (247 sq km). Our partner in the block is Columbus Energy, who maintains a 95% working interest in and is the operator of the Jagüeyes 3432A Block. We maintain a working interest in the Jagüeyes 3432A Block pursuant to an E&P Contract with the ANH.

Arrendajo Block.    In December 2005, Great North Energy Colombia Inc. (now Pacific Stratus Energy Corp., or Pacific) and the ANH entered into the Arrendajo Block E&P Contract. Pacific is the operator of, and has

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a 100% working interest in, the Arrendajo Block, which covers approximately 78.1 gross acres. We do not maintain a direct working interest in this block pursuant to an E&P Contract with the ANH, but rather have a 10% economic interest in the net revenues of the Arrendajo Block pursuant to a participating interest agreement between us and Great North Energy Colombia Inc. (now Pacific).

Abanico Block.    In October 1996, Ecopetrol and Explotaciones CMS Nomeco Inc. entered into the Abanico Block association contract. Pacific is the operator of, and has a 100% working interest in, the Abanico Block, which covers an area of approximately 32.1 gross acres. We do not maintain a direct working interest in the Abanico Block, but rather have a 10% economic interest in the net revenues from the block pursuant to a joint operating agreement initially entered into with Kappa Resources Colombia Limited (who subsequently assigned its participation interest to Cespa de Colombia S.A., who then assigned the interest to Explotaciones CMS Oil & Gas), Maral Finance Corporation and Getionar S.A.

Cerrito Block.    In February of 2002, Ecopetrol and Kappa Resources Colombia Limited (now Pacific) entered into the Cerrito Block association contract. The Cerrito Block covers an area of approximately 10.2 gross acres. Pacific is the operator of, and has a 100% working interest in, the Cerrito Block. We do not maintain a direct working interest in the Cerrito Block, but rather have a 10% economic interest in the block pursuant to a joint operating agreement initially entered into with Kappa Resources Colombia Limited (now Pacific), Maral Finance Corporation, Geoproduction Oil & Gas Company of Colombia Limitada and Texican Oil PLC.

Expected operations in Brazil

On May 14, 2013, we announced the future extension of our footprint into Brazil when the ANP awarded us seven new exploratory licenses in the REC-T 94 and REC-T 85 Concessions in the Recôncavo Basin in the State of Bahia and the POT-T 664, POT-T 665, POT-T 619, POT-T 620 and POT-T 663 Concessions in the Potiguar Basin in the State of Rio Grande do Norte, collectively covering an area of approximately 54,850 gross acres. Our winning bids are subject to entry into concession agreements with the ANP, which is expected to occur in the third quarter of 2013. Pursuant to ANP requirements, actual exploitation of these new concessions will also depend on obtaining an environmental license from the IBAMA. The ANP has also qualified us as a class B operator, meaning that we are recognized as having met all technical and managerial conditions required to operate safely in Brazil, both onshore and offshore at water depths of less than 400 meters.

Additionally, we agreed to acquire Rio das Contas from Panoro for a total cash consideration of US$140.0 million (subject to working capital adjustments at closing and further earn-out payments, if any), which will give us a 10% working interest in the BCAM-40 Concession, including the shallow-depth offshore Manati and Camarão Norte Fields, in the Camamu-Almada Basin in the State of Bahia. The Manati Field, which is in the production phase, is operated by Petrobras (with a 35% working interest), the Brazilian national company and the largest oil and gas operator in Brazil, in partnership with QGEP (with a 45% working interest), and Brasoil (with a 10% working interest). See "—Significant agreements—Brazil—Rio das Contas Quota Purchase Agreement." The acquisition is subject to the approval of the ANP, among other regulatory authorities, and we expect to complete the acquisition by the end of 2013. Some of the environmental licenses related to the operation of Manati Field production system and natural gas pipeline are expired, which is subject to both administrative and criminal liabilities, as well as additional costs for regularization. See "—Health, safety and environmental matters—Other regulation of the oil and gas industry—Brazil." The Camarão Norte Field is in the development phase and is not yet subject to the environmental licensing requirement.

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We expect that our Rio das Contas acquisition in Brazil will provide us with a long-term off-take contract with Petrobras that covers approximately 74% of net proved gas reserves in the Manati Field, a valuable relationship with Petrobras and an established geoscience and administrative team to manage the assets and to seek new growth opportunities.

The map below shows the location of the concessions in Brazil in which we expect to have working interests following the completion of our pending Brazil Acquisitions, which we expect will occur by the end of 2013. See "Prospectus summary—Recent developments."

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The table below summarizes information as of June 30, 2013 about the blocks in Brazil in which we expect to have a working interest following the completion of our pending Brazil Acquisitions.

Block	Gross acres (thousand acres)		% working interest(1)		Partners	Operator	Net proved reserves (mmboe)		Production (boepd)		Basin	Concession expiration year
BCAM-40		22.8		10%	Petrobras; QGEP; Brasoil	Petrobras		8.1		3,914	Camamu-Almada	Exploitation: 2029(2) - 2034(3)
REC-T 94		7.7		100%	—	GeoPark		—		—	Recôncavo	Exploration: 2018 Exploitation: 2045
REC-T 85		7.7		100%	—	GeoPark		—		—	Recôncavo	Exploration: 2018 Exploitation: 2045
POT-T 664		7.9		100%	—	GeoPark		—		—	Potiguar	Exploration: 2018 Exploitation: 2045
POT-T 665		7.9		100%	—	GeoPark		—		—	Potiguar	Exploration: 2018 Exploitation: 2045
POT-T 619		7.9		100%	—	GeoPark		—		—	Potiguar	Exploration: 2018 Exploitation: 2045
POT-T 620		7.9		100%	—	GeoPark		—		—	Potiguar	Exploration: 2018 Exploitation: 2045
POT-T 663		7.9		100%	—	GeoPark		—		—	Potiguar	Exploration: 2018 Exploitation: 2045

(1)    Working interest corresponds to the working interests we expect to hold in such concession, net of any working interests held by other parties in such concession following the completion of the pending Brazil Acquisitions.

(2)    Corresponds to Manati Field.

(3)    Corresponds to Camarão Norte Field.

BCAM-40 Concession

Following the closing of the Rio das Contas acquisition, we will have a 10% working interest in the BCAM-40 Concession, which includes interests in the Manati Field and the Camarão Norte Field, and which is located in the Camamu Almada Basin. Petrobras is the operator of, and has a 35% working interest in, the BCAM-40 Concession, which covers approximately 22,784 gross acres (92.2 sq km). In addition to us, Petrobras' partners in the block are Brasoil and QGEP, with 10% and 45% working interests, respectively. Petrobras operates the BCAM-40 Concession pursuant to a concession agreement with the ANP, executed on August 6, 1998. See "—Significant agreements—Brazil—Overview of concession agreements—BCAM-40 Concession Agreement." On September 11, 2009, Petrobras announced the relinquishment of BCAM-40's exploration area within the concession to the ANP, except for the Manati Field and the Camarão Norte Field.

The Manati Field is located 65 km south of Salvador, at a 35-meter water depth. The field was discovered in October 2000, and, in 2002, Petrobras declared the field commercially viable. Production began in January 2007. The ANP approved a revised development plan for the field on June 13, 2012. As of June 30, 2013, 11 wells had been drilled in the Manati Field, six of which are productive and connected to a fixed production platform installed at a depth of 35 meters, located 10 km from the coast of the State of Bahia. From the platform, the gas flows by sea and land through a 125 km pipeline to the VF gas treatment plant. The gas is sold to Petrobras up to a maximum volume as determined in the existing Petrobras Gas Sales Agreement. Rio das Contas is negotiating an amendment to the existing Petrobras Gas Sales Agreement with Petrobras for the sale of additional volumes from the Manati Field to Petrobas.

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REC-T 94 and REC-T 85 Concessions

The REC-T 94 and REC-T 85 Concessions are on shore and located in the Recôncavo Basin, which covers an area of 2.7 million gross acres (11,000 sq km). The basin's main source rocks belong to the Candeias formation, with Deltaic sandstones of the Marfim and Pojuca formations, Ilhas Group—Fan Deltas and Fluvial sands, Fluvial sandstones of the Candeias and Marancagalha formations, Fluvio-Eolic sandstones of the Agua Grande formation and Fluvio-Eolic sandstones of the Sergi formation. During 2012, 113 wells were drilled in the Recôncavo Basin.

The REC-T 94 REC-T 85 Concessions cover an area of 7,660 gross acres (31 sq km) and 7,660 gross acres (31 sq km), respectively. In connection with our bid to obtain the licenses for these concessions, we have committed to drilling two exploratory wells in the concessions, and to undertaking 31 sq km of 3D seismic surveys in the REC-T 94 Concession and 30 km of 2D seismic surveys in the REC-T 85 Concession. We have also committed, following the signing of the concession agreement in respect of the concessions, to a work program to the ANP of R$19.3 million during the first exploratory period under the concession agreement governing the concessions, consisting of a R$7.2 million bonus payable to the ANP in the first year of exploration and R$12.1 million as a work program guarantee payable over the course of the three years. The exploratory phase for these concessions is divided into two exploratory periods, the first of which lasts for three years and the second of which is non-obligatory and can last for up to two years.

POT-T 663, POT-T 664, POT-T 665, POT-T 619 and POT-T 620 Concessions

The POT-T 663, POT-T 664, POT-T 665, POT-T 619 and POT-T 620 Concessions are on shore and located in the Potiguar Basin, which produces the third-highest amount of oil in Brazil as of December 31, 2012, according to the ANP. Offshore, 14 fields are either producing oil or in the process of being developed, with current offshore oil production of 44,000 bopd and gas production of 424 mmcfpd in the Potiguar Basin. Onshore, 67 fields are producing, with current onshore oil production of 52,000 bopd and gas production of 35 mcfpd in the Potiguar Basin. Historically, over 1,000 exploratory wells and over 6,000 development wells have been drilled in the basin, with 127 oil discoveries and 29 gas discoveries as of December 31, 2012. Petrobras operates two concessions in shallow waters and four concessions in deepwaters of the Potiguar Basin.

The principal source rock in the basin is considered to be Pendencia source rock, which is mature in most of the basin. Algama source rock is considered to be the secondary source in the basin.

The POT-T 663, POT-T 664, POT-T 665, POT-T 619 and POT-T 620 Concessions cover a total area of 39,507 gross acres (160 sq km). We have committed to the ANP, following the signing of the concession agreement in respect of the concessions, to making total investments of R$11.3 million during the first exploratory period under the concession agreement, consisting of a R$3.0 million bonus payable to the ANP in the first year of exploration and R$8.3 million as a work program guarantee payable over the course of the three years. We have also committed to undertaking 222 km of 2D seismic work in the first exploration period for the concession areas, though there is no well drilling commitment during this period. The exploratory phase for these concessions is divided into two exploratory periods, the first of which lasts for three years and the second of which is non-obligatory and can last for up to two years.

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Operations in Argentina

The map below shows the location of the blocks in Argentina in which we have working interests.

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The table below summarizes information about the blocks in Argentina in which we have working interests as of June 30, 2013.

Block	Gross acres (thousand acres)		% working interest(1)		Operator	Net proved reserves (mmboe)(2)		Production (boepd)		Basin	Expiration concession year
Del Mosquito		17.3		100%	GeoPark		—		56	Magallanes Austral		Exploitation: 2016
Cerro Doña Juana		19.6		100%	GeoPark		—		—	Neuquén		Exploitation: 2017
Loma Cortaderal		28.3		100%	GeoPark		—		—	Neuquén		Exploitation: 2017

(1)    Working interest corresponds to the working interests held by our respective subsidiaries in such block, net of any working interests held by other parties in such block.

(2)    As of December 31, 2012.

As of December 31, 2012, although we had production in our blocks in Argentina, D&M determined that there were no reserves in these blocks. This was due to the uneconomic status of the reserves, given the proximity to the end of the concessions for these blocks, which does not allow for future capital investment in the blocks. However, if we are able to extend our concessions in Argentina, the assumptions used to make this determination may change in the future.

Del Mosquito Block

We are the operator of, and have 100% working interest in, the Del Mosquito Block. We established oil production in the block in 2002 by rehabilitating the abandoned Del Mosquito Field. The discovery well Del Mosquito Norte x-1 was the first well drilled on the block since the 1980s. We are evaluating potential drilling opportunities on the Del Mosquito Block and the option of bringing a partner into the project to increase investment activity. In 2011, we drilled the new Del Mosquito Sur 1 exploration well, which resulted in minor oil production. For the six-month period ended June 30, 2013, our average daily production at the Del Mosquito Block was 56 boepd.

The Del Mosquito Block covers an area of approximately 17,313 gross acres (70 sq km), and is located in the Magallanes Austral Basin in southern Argentina.

According to the Secretariat of Energy (Secretaría de Energía) in Argentina, or the Argentine Secretary of Energy, for the six-month period ended June 30, 2013, the Magallanes Austral Basin produced approximately 4.8% of Argentina's total oil production and approximately 25.3% of its total gas production. Although the Fell and Del Mosquito Blocks are located in different countries, they are situated in the same geological basin and, at their closest point, are less than 50 kilometers apart.

Cerro Doña Juana and Loma Cortaderal Blocks

The Cerro Doña Juana and Loma Cortaderal Blocks cover areas of approximately 28,300 (115 sq km) and 19,600 (79 sq km) gross acres, respectively. These blocks are located in the Neuquén Basin in west-central Argentina, which is one of the most prolific hydrocarbon producing basins in Argentina, accounting for over 40.3% of Argentina's total oil production and over 54.0% of Argentina's total gas production for the six-month period ended June 30, 2013, according to the Argentine Secretary of Energy. The blocks are located in the Andean fold and thrust belt, along a proven producing fairway, where large hydrocarbon accumulations exist, and are believed to have excellent source rocks, multiple reservoir objectives and large structural traps.

We are the operator of, and have a 100% working interest in, each of the Cerro Doña Juana and Loma Cortaderal Blocks. In 2006, we established oil production in the Loma Cortaderal Block after repairing an

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existing well. However, as of October 2007, this well was shut in pending a workover, and neither the Cerro Doña Juana nor the Loma Cortaderal Block is currently in production.

Oil and natural gas reserves and production

Overview

We have achieved consistent growth in oil and gas reserves from our investment activities since 2007, when we began production in the Fell Block. As of December 31, 2012, D&M reported that our total net proved reserves in Chile, Colombia and Argentina were 16.8 mmboe. Of this total, 10.2 mmboe, or 61%, 6.6 mmboe, or 39%, were in Chile and Colombia, respectively, and we had no net proved reserves in Argentina.

The following table summarizes our net proved reserves in Chile, Colombia and Argentina as of December 31, 2012.

Country	Oil (mmbbl)		Gas (bcf)		Total net proved reserves (mmboe)(1)			% Oil
Chile		5.3		29.6		10.2			52%
Colombia		6.6		—		6.6	(2)		100%
Argentina		—		—		—			—
Total		11.9		29.6		16.8			71%

(1)    We calculate one barrel of oil equivalent as six mcf of natural gas.

According to the D&M Brazil and Colombia Reserves Report, as of June 30, 2013, our net proved reserves for certain new discoveries made in the Llanos 34 Block (Tarotaro Field) and Yamú Block (Potrillo Field) in Colombia after December 31, 2012 resulted in an additional 2.4 mmboe. Additionally, our net proved reserves attributable to Rio das Contas in Brazil were 8.1 mmboe, of which 4.7 mmboe were net proved developed and 3.4 mmboe were net proved undeveloped, and 99% of which were in natural gas.

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Our reserves

The following table sets forth summary information about our oil and natural gas net proved reserves as of December 31, 2012, which is based on the D&M Year-end Reserves Report.

	Net proved reserves
	As of December 31, 2012
	Oil (mmbbl)		Natural gas (bcf)		Total net proved reserves (mmboe)(1)		% Oil
Net proved developed
Chile		2.1		12.8		4.2		50%
Colombia(2)		2.0		—		2.0		100%
Argentina		—		—		—		—
Total net proved developed		4.1		12.8		6.2		66%
Net proved undeveloped
Chile		3.2		16.8		6.0		53%
Colombia(2)		4.6		—		4.6		100%
Argentina		—		—		—		—
Total net proved undeveloped		7.8		16.8		10.6		74%
Total net proved		11.9		29.6		16.8		71%

(1)    We calculate one barrel of oil equivalent as six mcf of natural gas.

(2)    Net proved reserves for Colombia do not include the additional net proved reserves as of June 30, 2013 attributable to new discoveries made in Colombia after December 31, 2012, described in the D&M Brazil and Colombia Reserves Report and presented in the table below.

The following table summarizes reserves data for Brazil and for certain new discoveries made in Colombia during the first half of 2013 in the Tarotaro and Potrillo Fields in Colombia, based on the D&M Brazil and Colombia Reserves Report.

	Net proved reserves
	As of June 30, 2013
	Oil (mmbbl)		Natural gas (bcf)		Total net proved reserves (mmboe)(1)		% Oil
Net proved developed
Colombia		0.6		0		0.6		100%
Brazil		0.1		27.8		4.7		1%
Total net proved developed		0.7		27.8		5.3		13%
Net proved undeveloped
Colombia		1.7		0		1.7		100%
Brazil		0.1		20.3		3.4		2%
Total net proved undeveloped		1.8		20.3		5.1		34%
Total net proved		2.5		48.1		10.5		24%

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Internal controls over reserves estimation process

We maintain an internal staff of petroleum engineers and geosciences professionals who work closely with our independent reserves engineers to ensure the integrity, accuracy and timeliness of data furnished to our independent reserves engineers in their estimation process and who have knowledge of the specific properties under evaluation. Our Director of Development Geology, Carlos Alberto Murut, is primarily responsible for overseeing the preparation of our reserves estimates and for the internal control over our reserves estimation. He has more than 30 years of industry experience as an E&P geologist, with broad experience in reserves assessment, field development, exploration portfolio generation and management and acquisition and divestiture opportunities evaluation. See "Management."

In order to ensure the quality and consistency of our reserves estimates and reserves disclosures, we maintain and comply with a reserves process that satisfies the following key control objectives:

•

estimates are prepared using generally accepted practices and methodologies;

•

estimates are prepared objectively and free of bias;

•

estimates and changes therein are prepared on a timely basis;

•

estimates and changes therein are properly supported and approved; and

•

estimates and related disclosures are prepared in accordance with regulatory requirements.

Throughout each fiscal year, our technical team meets with "Independent Qualified Reserves Engineers," who are provided with full access to complete and accurate information pertaining to the properties to be evaluated and all applicable personnel. This independent assessment of the internally-generated reserves estimates is beneficial in ensuring that interpretations and judgments are reasonable and that the estimates are free of preparer and management bias.

Recognizing that reserves estimates are based on interpretations and judgments, differences between the proved reserves estimates prepared by us and those prepared by an Independent Qualified Reserves Engineer of 10% or less, in aggregate, are considered to be within the range of reasonable differences. Differences greater than 10% must be resolved in the technical meetings. Once differences are resolved, the independent Qualified Reserves Engineer sends a preliminary copy of the reserves report to members of our senior management, who act as a Reserves Review Committee. Our Chief Executive Officer, Chief Financial Officer, Director of Development Geology and Director of Exploration, form this committee.

Independent reserves engineers

Reserves estimates as of December 31, 2012 for Chile, Colombia and Argentina included in this prospectus are based on the D&M Year-end Reserves Report, completed on June 28, 2013 and effective as of December 31, 2012. Reserves estimates at June 30, 2013 for certain discoveries made in Colombia after December 31, 2012 included in this prospectus are based on the D&M Brazil and Colombia Reserves Report, completed on August 14, 2013 and effective as of June 30, 2013. Reserves estimates as of June 30, 2013 attributable to Rio das Contas in the Manati Field in Brazil included in this prospectus are also based on the D&M Brazil and Colombia Reserves Report. The D&M Reserves Reports, copies of each of which have been filed as exhibits to the registration statement containing this prospectus, were prepared in accordance with SEC rules, regulations, definitions and guidelines at our request in order to estimate reserves and for the areas and periods indicated therein.

D&M, a Delaware corporation with offices in Dallas, Houston, Calgary, Moscow and Algiers, has been providing consulting services to the oil and gas industry for more than 75 years. The firm has more than 150 professionals, including engineers, geologists, geophysicists, petrophysicists and economists that are engaged in the appraisal of oil and gas properties, the evaluation of hydrocarbon and other mineral

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prospects, basin evaluations, comprehensive field studies and equity studies related to the domestic and international energy industry. D&M restricts its activities exclusively to consultation and does not accept contingency fees, nor does it own operating interests in any oil, gas or mineral properties, or securities or notes of its clients. The firm subscribes to a code of professional conduct, and its employees actively support their related technical and professional societies. The firm is a Texas Registered Engineering Firm.

The D&M Year-end Reserves Report covered 100% of our total reserves, including 100%, 100% and 100% of our reserves in Chile, Colombia and Argentina, respectively. The D&M Brazil and Colombia Reserves Report covered 100% of our total reserves for two new fields discovered after December 31, 2012 in Colombia as of June 30, 2013. The D&M Brazil and Colombia Reserves Report also covered 100% of the total reserves attributable to Rio das Contas in the Manati Field in Brazil. In connection with the preparation of the D&M Reserves Reports, D&M prepared its own estimates of our proved reserves. In the process of the reserves evaluation, D&M did not independently verify the accuracy and completeness of information and data furnished by us with respect to ownership interests, oil and gas production, well test data, historical costs of operation and development, product prices, or any agreements relating to current and future operations of the fields and sales of production. However, if in the course of the examination something came to the attention of D&M that brought into question the validity or sufficiency of any such information or data, D&M did not rely on such information or data until it had satisfactorily resolved its questions relating thereto or had independently verified such information or data. D&M independently prepared reserves estimates to conform to the guidelines of the SEC, including the criteria of "reasonable certainty," as it pertains to expectations about the recoverability of reserves in future years, under existing economic and operating conditions, consistent with the definition in Rule 4-10(a)(2) of Regulation S-X. D&M issued the D&M Reserves Reports based upon its evaluation. D&M's primary economic assumptions in estimates included oil and gas sales prices determined according to SEC guidelines, future expenditures and other economic assumptions (including interests, royalties and taxes) as provided by us. The assumptions, data, methods and procedures used, including the percentage of our total reserves reviewed in connection with the preparation of the D&M Reserves Reports were appropriate for the purpose served by such report, and D&M used all methods and procedures as it considered necessary under the circumstances to prepare such reports.

However, uncertainties are inherent in estimating quantities of reserves, including many factors beyond our and our independent reserves engineers' control. Reserves engineering is a subjective process of estimating subsurface accumulations of oil and natural gas that cannot be measured in an exact manner, and the accuracy of any reserves estimate is a function of the quality of available data and its interpretation. As a result, estimates by different engineers often vary, sometimes significantly. In addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, economic factors such as changes in product prices or development and production expenses, and regulatory factors, such as royalties, development and environmental permitting and concession terms, may require revision of such estimates. Our operations may also be affected by unanticipated changes in regulations concerning the oil and gas industry in the countries in which we operate, which may impact our ability to recover the estimated reserves. Accordingly, oil and natural gas quantities ultimately recovered will vary from reserves estimates.

Technology used in reserves estimation

According to SEC guidelines, proved reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with "reasonable certainty" to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions,

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operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. The term "reasonable certainty" implies a high degree of confidence that the quantities of oil and/or natural gas actually recovered will equal or exceed the estimate. Reasonable certainty can be established using techniques that have been proved effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

There are various generally accepted methodologies for estimating reserves including volumetrics, decline analysis, material balance, simulation models and analogies. Estimates may be prepared using either deterministic (single estimate) or probabilistic (range of possible outcomes and probability of occurrence) methods. The particular method chosen should be based on the evaluator's professional judgment as being the most appropriate, given the geological nature of the property, the extent of its operating history and the quality of available information. It may be appropriate to employ several methods in reaching an estimate for the property.

Estimates must be prepared using all available information (open and cased hole logs, core analyses, geologic maps, seismic interpretation, production/injection data and pressure test analysis). Supporting data, such as working interest, royalties and operating costs, must be maintained and updated when such information changes materially.

Proved undeveloped reserves

As of December 31, 2012, we had 10.6 mmboe in proved undeveloped reserves, an increase of 2.0 mmboe, or 23%, over our December 31, 2011 proved undeveloped reserves of 8.6 mmboe. The increase in proved undeveloped oil reserves consisted of 4.6 mmboe added as a result of our Colombian acquisitions and 1.0 mmboe for extensions and discoveries in the Fell Block, partially offset by 3.6 mmboe of revisions principally resulting from 0.3 mmboe of proved undeveloped reserves converted to proved developed reserves and a reduction in gas reserves of 3.3 mmboe principally due to reduced expected recovery at certain of our wells and expected lower deliveries to the Methanex Plant.

Of our 10.6 mmboe of net proved undeveloped reserves, 6.0 mmboe, 4.6 mmboe and 0 mmboe, or 56%, 44% and 0%, were located in Chile, Colombia and Argentina, respectively. During 2012, we incurred approximately US$78.0 million in capital expenditures to convert such proved undeveloped reserves to proved developed reserves, of which approximately US$57.0 million, US$21.0 million and US$0.0 million were made in Chile, Colombia and Argentina, respectively.

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Production, revenues and price history

The following table sets forth our production of oil and natural gas in Chile, Colombia and Argentina for each of the years ended December 31, 2012, 2011 and 2010.

	Average daily production(1)
	As of December 31,
	2012									2011								2010
	Chile		Colombia(2)		Argentina			Total GeoPark(4)		Chile		Colombia		Argentina		Total GeoPark(4)		Chile		Colombia		Argentina		Total GeoPark(4)
Oil production
Average crude oil production (bopd)		4,013		3,431		48			7,491		2,441		—		68		2,508		1,908		—		61		1,970
Average sales price of crude oil (US$/bbl)		85.42		97.15		67.8			90.5		83.8		—		59.4		83.8		72.8		—		49.8		72.8
Natural gas production
Average natural gas production (mcfpd)		22,663		56		84			22,804		30,419		—		87		30,506		29,752		—		110		29,862
Average sales price of natural gas (US$/mcf)		4.04		4.18		1.1			4.0		3.9		—		1.1		3.9		3.1		—		1.1		3.1
Oil and gas production cost
Average operating cost (US$/boe)		10.7		34.0		(6.7	)		16.8		8.6		—		6.8		8.6		7.0		—		3.6		7.0
Average royalties and Other (US$/boe)		2.5		4.0		7.6			2.9		1.7		—		7.0		1.7		1.5		—		5.5		1.6
Average production cost (US$/boe)(3)		13.2		38.1		0.9			19.7		10.3		—		13.7		10.3		8.5		—		9.1		8.5
Average depreciation (US$/boe)		9.1		20.4		142.1			13.4		9.1		—		29.6		9.3		8.6		—		23.2		8.8
Average bbl production cost (US$/boe)		23.1		58.4		143.0			33.1		19.4		—		43.3		19.7		17.1		—		32.3		17.3

(1)    We present production figures net of interests due to others, but before deduction of royalties, as we believe that net production before royalties is more appropriate in light of our foreign operations and the attendant royalty regimes.

(2)    We acquired Winchester and Luna in February 2012 and Cuerva in March 2012. Production figures do not include, for 2012, production for Winchester, Luna and Cuerva prior to their acquisition by us.

(3)    Calculated pursuant to FASB ASC 932.

(4)   Averaged realized sales price for oil does not include our Argentine blocks because our Argentine operations were not material during such period. Averaged realized sales price for gas does not include our Argentine and Colombian blocks because our gas operations in those countries were not material during such period.

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Drilling activities

The following table sets forth the exploratory wells we drilled in Chile, Colombia and Argentina during the years ended December 31, 2012, 2011 and 2010.

	Exploratory wells(1)
	As of December 31,
	2012						2011						2010
	Chile		Colombia(2)		Argentina		Chile		Colombia		Argentina		Chile		Colombia		Argentina
Productive
Gross		8.0		4.0		—		7.0		—		1.0		4.0		—		—
Net		8.0		2.4		—		7.0		—		1.0		4.0		—		—
Dry
Gross		6.0		3.0		—		7.0		—				4.0		—		—
Net		4.5		2.5		—		7.0		—		—		4.0		—		—
Total
Gross		14.0		7.0		—		14.0		—		1.0		8.0		—		—
Net		12.5		4.9		—		14.0		—		1.0		8.0		—		—

(1)    Includes appraisal wells.

(2)    We acquired Winchester and Luna in February 2012 and Cuerva in March 2012. Figures do not include, for 2012, exploration activities for Winchester, Luna and Cuerva prior to their acquisition by us.

The following table sets forth the development wells we drilled in Chile, Colombia and Argentina during the years ended December 31, 2012, 2011 and 2010.

	Development wells
	As of December 31,
	2012						2011						2010
	Chile		Colombia(1)		Argentina		Chile		Colombia		Argentina		Chile		Colombia		Argentina
Productive
Gross		4.0		6.0		—		8.0		—		—		5.0		—		—
Net		4.0		5.5		—		8.0		—		—		5.0		—		—
Dry
Gross		2.0		2.0		—		—		—		—		2.0		—		—
Net		2.0		2.0		—		—		—		—		2.0		—		—
Total
Gross		6.0		8.0		—		8.0		—		—		7.0		—		—
Net		6.0		7.5		—		8.0		—		—		7.0		—		—

(1)    We acquired Winchester and Luna in February 2012 and Cuerva in March 2012. Figures do not include, for 2012, exploration activities for Winchester, Luna and Cuerva prior to their acquisition by us.

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Developed and undeveloped acreage

The following table sets forth certain information regarding our total gross and net developed and undeveloped acreage in Chile, Colombia and Argentina as of December 31, 2012.

	Acreage(1)
(in thousands of acres)	Chile		Colombia		Argentina
Total developed acreage
Gross		10.5		3.3		2.0
Net		10.5		2.6		2.0
Total undeveloped acreage
Gross		7.4		2.4		—
Net		7.4		1.3		—
Total developed and undeveloped acreage
Gross		17.8		5.7		2.0
Net		17.8		3.9		2.0

(1)    Defined as acreage assignable to proved reserves. Net acreage based on our working interest.

Productive wells

The following table sets forth our total gross and net productive wells as of August 31, 2013. Productive wells consist of producing wells and wells capable of producing, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which we have an interest, and net wells are the sum of our fractional working interests owned in gross wells.

	Productive wells(1)
	Chile		Colombia(2)		Argentina
Oil wells
Gross		41.0		66.0		5.0
Net		40.0		33.8		5.0
Gas wells
Gross		26.0		—		—
Net		24.8		—		—

(1)    Includes wells drilled by other operators, prior to our commencing operations, and wells drilled in blocks in which we are not the operator.

(2)    We acquired Winchester and Luna in February 2012 and Cuerva in March 2012. Figures include wells drilled by Winchester, Luna and Cuerva prior to their acquisition by us.

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Present activities

The following table shows the number of wells in Chile, Colombia and Argentina that are in the process of being drilled or are in active completion stages, and the number of wells suspended or waiting on completion as of August 31, 2013.

	Wells in process of being drilled or in active completion(1)						Wells suspended or waiting on completion(2)
	Chile		Colombia(3)		Argentina		Chile		Colombia(3)		Argentina
Oil wells
Gross		1.0		1.0		—		2.0		2.08		—
Net		1.0		0.5		—		2.0		0.9		—
Gas wells
Gross		—		—		—		1.0		—		—
Net		—		—		—		0.3		—		—

(1)    We consider wells to be in active completion when we have begun procedures used in finishing and equipping them for production.

(2)    We consider wells to be waiting on completion when we have completed drilling in such wells but have not yet begun to perform finishing procedures.

(3)    We acquired Winchester and Luna in February 2012 and Cuerva in March 2012. Figures include wells drilled by Winchester, Luna and Cuerva prior to their acquisition by us.

Marketing and delivery commitments

Chile

Our customer base in Chile is limited in number and primarily consists of ENAP and Methanex. For the six-month period ended June 30, 2013, we sold 100% of our oil production in Chile to ENAP and 100% of our gas production to Methanex, with sales to ENAP and Methanex accounting for 44.7% and 6.8%, respectively, of our revenues in the same period.

Under our oil sales agreement with ENAP, or the ENAP Oil Sales Agreement, ENAP has committed to purchase our oil production in the Fell Block, but only in the amounts that we produce, and with the only limitation being storage capacity at the Gregorio Terminal. The ENAP Oil Sales Agreement has a six-month term, which renews automatically, with prices determined in reference to published indices such as WTI or Brent. As a consequence, our oil sale prices fluctuate in direct correlation to the global oil market as it reacts to global world supply and demand factors. We are currently negotiating a new ENAP Oil Sales Agreement in order to better define the basis for our oil valuation, which we expect will take effect in the second half of 2013.

ENAP owns the only two refineries in Chile, which are located far from the Magallanes Basin, such that our oil has to be shipped from the Gregorio Terminal in the Magallanes Basin to these refineries. We do not own any oil transportation equipment, so we deliver the oil we produce in the Fell Block to ENAP at the Gregorio Terminal, where ENAP assumes responsibility for the oil. We deduct the costs related to oil transportation from the prices received for our oil.

Under the Methanex Gas Supply Agreement, Methanex has committed to purchasing, and we have committed to selling, all of the gas that we produce in the Fell Block (subject to certain exceptions, including reasonable quantities required to maintain our operations and quantities that we might be required to pay in kind to Chile), with a minimum volume commitment which is defined by us on an annual

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basis. The agreement contains monthly DOP obligations, which require us to deliver in a given month the minimum gas committed for that month or pay a deficiency penalty to Methanex, with a threshold of 90% of the committed quantities of gas. The agreement also contains monthly TOP obligations, which apply when our committed volume for a given month exceeds 35.3 mcfpd, and require Methanex to take in such month the minimum gas volume committed for such period or face higher TOP obligations in later months, with a threshold of 90% of the committed quantities. These DOP and TOP obligations are subject to make-up provisions without penalty, for any delivery or off-take deficiencies accrued, in the three months following the month where delivery or off-take requirements were not met. In 2012, we entered into an amendment to the Methanex Gas Supply Agreement valid for 2012, pursuant to which we committed the drilling of six wells with a target of natural gas, each supported by a subsidy from Methanex of US$0.9 million for each gas well drilled, and to providing an adjusted gas volume for that year. However, we failed to meet this adjusted volume for each of the months of April through September of 2012, and could not recover with make-up gas deliveries, such that we accrued US$1.7 million in DOP payments owed to Methanex under the Methanex Gas Supply Agreement, all of which had been paid as of June 30, 2013. Currently, we are committed to providing to Methanex a total volume of gas of 2.3 bcf for the year ended December 31, 2013.

In April 2013, Methanex idled its plant, but has since committed to purchasing from us the minimum committed gas volumes under the Methanex Gas Supply Agreement during the idling. Methanex has informed us that the plant will resume operations by the end of September 2013. We also expect that Methanex will require additional deliveries to resume operations at its plant after the South American winter months.

On August 28, 2013, we signed an amendment to the Methanex Gas Supply Agreement, pursuant to which Methanex has committed, for a period of six months commencing between September 15 and October 31, 2013, to purchase an increased volume, in a total amount of 400,000 SCM/d per month (subject to reduction for deliveries above 200,000 SCM/d to Methanex or ENAP made between April 29 and the beginning of the six-month period), at an additional price per month of US$1.50 per mmbtu for volumes in excess of 180,000 SCM/d, or an additional price per month of US$2.00 in any month in which we commit to deliver at least 500,000 SCM/d (subject to certain exceptions based on methanol prices). The amendment also provides for temporary DOP and TOP thresholds of 100% and 50%, respectively.

All of the oil and gas that we produce in Chile comes from the Fell Block, except for small amounts of test gas produced in the Tranquilo Block authorized by Chile on a short-term basis. See "—Operations in Chile—Otway and Tranquilo Blocks" above. We are also currently exploring opportunities for additional gas production in our Otway, Tranquilo and Tierra del Fuego Blocks. We believe this will be sufficient to meet our obligations pursuant to the Methanex Gas Supply Agreement through 2014.

We gather the gas we produce in several wells through our own flow lines and inject it into several gas pipelines owned by ENAP. The transportation of the gas we sell to Methanex through these pipelines is pursuant to a private contract between Methanex and ENAP. We do not own any principal natural gas pipelines for the transportation of natural gas.

If we were to lose any one of our key customers in Chile, the loss could temporarily delay production and sale of our oil and gas in Chile. If ENAP or Methanex ceased purchasing oil or natural gas altogether, the loss of such customer could have a detrimental effect on our production volumes in general and on our ability to find substitute customers to purchase our production volumes. For a discussion of the risks associated with the loss of key customers, see "Risk factors—Risks relating to our business—We sell all of our natural gas in Chile to a single customer, who has temporarily idled its principal facility" and "Risk

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factors—Risks relating to our business —We derive a significant portion of our revenues from sales to a few key customers."

Colombia

Our production in Colombia consists exclusively of oil, which is generally sold under medium-term, extendable and terminable agreements with unaffiliated purchasers, all of them industrial companies or other oil and gas companies. Since we do not own capacity in, or have access to, the oil transportation pipelines in Colombia or have any other assets for the transportation of our commodities, we use third parties to transport our production by pipeline or truck.

In Colombia, the restrictions to access pipeline networks, especially for mid to heavy crudes, have forced the market to access different ways of transport and commercialization, reducing our dependency on pipeline infrastructure significantly. For the six-month period ended June 30, 2013, we sold approximately 70% of our production directly at the well head and approximately 30% to the major oil companies that own capacity in the pipelines. In the fourth quarter of 2013, we expect that access to the pipeline network will improve upon the commencement of the Bicentenario pipeline, which we expect will add transportation capacity of 100,000 bopd and also open up additional supply opportunities involving reduced trucking costs.

In Colombia, our oil sales agreements are generally for a fixed term, with a maximum length of one year. They do not commit the parties to a minimum volume, and are subject to the availability of either party to receive or deliver production. The contracts generally provide that they can be renewed by mutual written agreement, and all allow for early termination by either party with advanced notice and without penalty. The delivery points for our production range from well head to the port of export (Coveñas), depending on the client; if sales are made via pipeline, the delivery point is usually the pipeline injection point, whereas for direct export sales, the most frequent delivery point is well head. This change in our delivery point reflects the change in 2013 to our commercial strategy in Colombia; whereas we had historically delivered all of our production at the port of Coveñas, in 2013, we started selling a portion of our production at the well head. The price of the oil that we sell under these agreements is based on a market reference price (Brent, WTI or Vasconia), adjusted for certain marketing and quality discounts based on, among other things, API, viscosity, sulphur and water content, as well as for certain transportation costs (including pipeline costs and trucking costs).

For the six-month period ended June 30, 2013, we made 45.6% of our oil sales to Gunvor, 30.5% to Hocol S.A., or Hocol, a subsidiary of Ecopetrol, and 17.8% to Trenaco, with Gunvor accounting for 21.9%, Hocol 14.7% and Trenaco 8.6% of our overall revenues for the same period. If we were to lose any one of our key customers, the loss could temporarily delay production and sale of our oil in the corresponding block. However, we believe we could identify a substitute customer to purchase the impacted production volumes.

Brazil

Upon the closing of the Rio das Contas acquisition, which we expect will occur by the end of 2013, our production in Brazil will consist of natural gas and condensate oil. Natural gas production is subject to a long-term, extendable agreement with Petrobras, which provides for the delivery and transportation of the gas produced in the Manati Field to the EVF gas treatment plant in the State of Bahia. The contract is in effect until delivery of the maximum committed volume or June 2030, whichever occurs first. The contract allows for sales above the maximum committed volume if mutually agreed by both seller and buyer. We are currently negotiating an amendment to the contract in order to provide for the purchase and sale of

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additional volumes, pending the closing of the gas compression facility. The price for the gas is fixed in reais and is adjusted annually in accordance with the Brazilian inflation index.

The Manati Field is developed via a PMNT-1 production platform, which is connected to the EVF gas treatment plant through an offshore and onshore pipeline with a capacity of 335.5 mmcfpd (9.5 mm3/d). The existing pipeline connects the field's platform to the Estação Vandemir Ferreira, or EVF, Gas Treatment Plant, which is owned by the field's current concession holders. The BCAM-40 Concession, which includes the Manati Field, also benefits from the advantages of Petrobras's size. As the largest onshore and offshore operator in Brazil, Petrobras has the ability to mobilize the resources necessary to support its activities in the concession.

The condensate produced in the Manati Field is subject to a condensate purchase agreement with Petrobras, pursuant to which Petrobras has committed to purchasing all of our condensate production in the Manati Field, but only in the amounts that we produce, without any minimum or maximum deliverable commitment from us. The agreement is valid through December 31, 2013, but can be renewed upon an amendment signed by Petrobras and the seller.

If the agreements with Petrobras were terminated, this could temporarily delay production and sale of our natural gas and condensate oil in Brazil, and could have a detrimental effect on our ability to find substitute customers to purchase our production volumes.

Argentina

In Argentina, we sell substantially all of our oil production to Oil Combustibles, but because the volume we produce in Argentina is small and the sale price is fixed at the moment when all other producers have delivered their product to the Punta Loyola terminal, from which we sell our crude, we do not sell our oil to Oil Combustibles at a predetermined formula or price, but rather on the basis of on-call contracts based on demand.

We have the ability to store and process the oil we produce in Argentina ourselves, and do not have material contracts with third parties for such services. We enter into ad hoc contracts with local companies for the transportation of crude from fields in the Del Mosquito Block to the Punta Loyola terminal.

Significant agreements

Chile

CEOPs

We have entered into six CEOPs with Chile, one for each of the blocks in which we operate, which grant us the right to explore and exploit hydrocarbons in these blocks, determine our working interests in the blocks and appoint the operator of the blocks. These CEOPs are divided into two phases: (1) an exploration phase, which is divided into two or more exploration periods, and which begins on the effectiveness date of the relevant CEOP, and (2) an exploitation phase, which is determined on a per-field basis, commencing on the date we declare a field to be commercially viable and ending with the term of the relevant CEOP. In order to transition from the exploration phase to an exploitation phase, we must declare a discovery of hydrocarbons to the Ministry of Energy. This is a unilateral declaration, which grants us the right to test a field for a limited period of time for commercial viability. If the field proves commercially viable, we must make a further unilateral declaration to the Ministry of Energy. In the exploration phase, we are obligated to fulfill a minimum work commitment, which generally includes the drilling of wells, the performance of 2D or 3D seismic surveys, minimum capital commitments and guaranties or letters of credit, as set forth in the relevant CEOP. We also have relinquishment obligations at the end of each period in the exploration

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phase in respect of those areas in which we have not made a declaration of discovery. We can also voluntarily relinquish areas in which we have not declared discoveries of hydrocarbons at any time, at no cost to us. In the exploitation phase, we generally do not face formal work commitments, other than the development plans we file with the Chilean Ministry of Energy for each field declared to be commercially viable.

Our CEOPs provide us with the right to receive a monthly retribution from Chile, payable in petroleum and gas, based either on the amount of petroleum and gas production per field or on a formula named "Recovery Factor," which considers the ratio of hydrocarbon sales to total cost of production (capital expenditures plus operating expenses). Pursuant to Chilean law, the rights contained in a CEOP cannot be modified without consent of the parties.

Our CEOPs are subject to early termination in certain circumstances, which vary depending upon the phase of the CEOP. During the exploration phase, Chile may terminate a CEOP in circumstances including a failure by us to comply with minimum work commitments at the termination of any exploration period, or a failure to communicate our intention to proceed with the next exploration period 30 days prior to its termination, a failure to provide the Chilean Ministry of Energy the performance bonds required under the CEOP, a voluntary relinquishment by us of all areas under the CEOP or a failure by us to meet the requirements to enter into the exploitation phase upon the termination of the exploration phase. In the exploitation phase, Chile may terminate a CEOP if we stop performing any of the substantial obligations assumed under the CEOP without cause and do not cure such nonperformance pursuant to the terms of the concession, following notice of breach from the Chilean Ministry of Energy. Additionally, Chile may terminate the CEOP during the exploitation phase if our oil activities are interrupted for more than two or three years (depending on the CEOP) due to force majeure circumstances (as defined in the relevant CEOP) occurring outside Chile. If Chile terminates a CEOP in the exploitation phase, we must transfer to Chile, free of charge, any productive wells and related facilities, provided that such transfer does not interfere with our abandonment obligations and excluding certain pipelines and other assets. Other than as provided in the relevant CEOP, Chile cannot unilaterally terminate a CEOP without due compensation. See "Risk factors—Risks relating to our business—Our contracts in obtaining rights to explore and develop oil and natural gas reserves are subject to contractual expiration dates and operating conditions, and our CEOPs, E&P Contracts and concession agreements are subject to early termination in certain circumstances."

Fell Block CEOP.    On November 5, 2002, we entered into the CEOP for the Fell Block with Chile, or the Fell Block CEOP, and on May 10, 2006, we acquired 100% of the rights and interest in the Fell Block CEOP. Chile had originally entered into a CEOP for the Fell Block with ENAP and Cordex Petroleum Inc., or Cordex, on April 29, 1997, which had an effective date of August 25, 1997. The Fell Block CEOP grants us the exclusive right to explore and exploit hydrocarbons in the Fell Block and has a term of 35 years, beginning on the effective date. The Fell Block CEOP provided for a 14-year exploration period, composed of numerous phases, that ended in 2011, and an up-to-35-year exploitation phase for each field.

The Fell Block CEOP provides us with a right to receive a monthly retribution from Chile payable in petroleum and gas, based on the following per-field formula: 95% of the oil produced in the field, for production of up to 5,000 bopd, ring fenced by field, and 97% of gas produced in the field, for production of up to 882.9 mmcfpd. In the event that we exceed these levels of production, our monthly retribution from Chile will decrease based on a sliding scale set forth under the Fell Block CEOP to a maximum of 50% of the oil and 60% of the gas that we produce per field.

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Colombia

E&P Contracts

We have entered into E&P Contracts granting us the right to explore and operate, as well as working interests in, seven blocks in Colombia. These E&P Contracts are generally divided into two periods: (1) the exploration period, which may be subdivided into various exploration phases and (2) the exploitation period, determined on a per-area basis and beginning on the date we declare an area to be commercially viable. Commercial viability is determined upon the completion of a specified evaluation program or as otherwise agreed by the parties to the relevant E&P Contract. The exploitation period for an area may be extended until such time as such area is no longer commercially viable and certain other conditions are met.

Pursuant to our E&P Contracts, we are required, as are all oil and gas companies undertaking exploratory and production activities in Colombia, to pay a royalty to the Colombian government based on our production of hydrocarbons, as of the time a field begins to produce. Under Law 756 of 2002, as modified by Law 1530 of 2012, the royalties we must pay in connection with our production of light and medium oil are calculated on a field-by-field basis, using the following sliding scale:

Production (mbop)	Production Royalty rate
Up to 5,000		8%
5,000 to 125,000		8-20%
125,000 to 400,000		20%
400,000 to 600,000		20-25%
Greater than 600,000		25%

In the case of natural gas, the royalties are 80% of the rates presented above for the exploitation of onshore and offshore fields at depths less than or equal to 304.8 meters, and 60% for the exploitation of offshore fields at depths exceeding 304.8 meters. For new discoveries of heavy oil, classified as oil with an API equal to or less than 15°, the royalties are 75% of the rates presented above. Additionally, in the event that an exploitation area has produced amounts in excess of an aggregate amount established in the E&P Contract governing such area, the ANH is entitled to receive a "windfall profit," to be paid periodically, calculated pursuant to such E&P Contract.

In each of the exploration and exploitation periods, we are also obligated to pay the ANH a subsoil use fee. During the exploration period, this fee is scaled depending on the contracted acreage. During the exploitation period, the fee is assessed on the amount of hydrocarbons produced, multiplied by a specified dollar amount per barrel of oil produced or thousand cubic feet of gas produced. Further, the ANH has the right to receive an additional fee when prices for oil or gas, as the case may be, exceed the prices set forth in the relevant E&P Contract.

Our E&P Contracts are generally subject to early termination for a breach by the parties, a default declaration, application of any of the contract's unilateral termination clauses or termination clauses mandated by Colombian law. Anticipated termination declared by the ANH results in the immediate enforcement of monetary guaranties against us and may result in an action for damages by the ANH. Pursuant to Colombian law, if certain conditions are met, the anticipated termination declared by the ANH may also result in a restriction on the ability to engage contracts with the Colombian government during a certain period of time. See "Risk factors—Risks relating to our business—Our contracts in obtaining rights to explore and develop oil and natural gas reserves are subject to contractual expiration dates and operating

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conditions, and our CEOPs, E&P Contracts and concession agreements are subject to early termination in certain circumstances."

La Cuerva Block E&P Contract.    Pursuant to an E&P Contract between us and the ANH that became effective as of April 16, 2008, or the La Cuerva Block E&P Contract, we were granted the right to explore and operate, and a 100% working interest in, the La Cuerva Block.

We are currently in the fifth phase of exploration under the La Cuerva Block E&P Contract. The exploration period has six phases and terminates on July 16, 2014. Each exploration period requires a guaranty of 10% of the total budget for the corresponding exploration period (but such amount must be at least US$100,000 and may not exceed US$3 million). Production began in the west, southwest and southern areas of the block on December 13, 2011, February 15, 2012 and April 23, 2012, respectively. The La Cuerva Block E&P Contract provides for a 24-year exploitation period for each area in the La Cuerva Block, beginning from the date such area is declared commercially viable.

Pursuant to the La Cuerva Block E&P Contract and applicable law, we are required to pay to the ANH a royalty of 8.0% based on hydrocarbons produced, in accordance with the table presented above. Additionally, we are required to pay a subsoil use fee to the ANH, which, during the exploration period, is scaled depending upon the contracted acreage, and which, during the exploitation period, is equivalent to the amount of oil we produce multiplied by US$0.1119 per bbl or the amount of natural gas we produce multiplied by US$0.0119 per mcf. The ANH also has the right to receive an additional fee when prices for oil or gas, as the case may be, exceed the prices set forth in the La Cuerva Block E&P Contract.

Llanos 34 Block E&P Contract.    Pursuant to an E&P Contract between Unión Temporal Llanos 34 (a consortium between Ramshorn and Winchester) and the ANH that became effective as of March 13, 2009, or the Llanos 34 Block E&P Contract, Unión Temporal Llanos 34 was granted the right to explore and operate the Llanos 34 Block, and we and Ramshorn were granted a 40% and a 60% working interest, respectively, in the Llanos 34 Block. We were also granted the right to operate the Llanos 34 Block. On December 16, 2009, we entered into a joint operating agreement with Ramshorn and P1 Energy in respect of our operations in the block. On August 31, 2012, the ANH approved the assignment by Ramshorn to us of an additional 5% working interest, giving Ramshorn a 55% working interest and us a 45% working interest in the Llanos 34 Block.

We are currently in the exploration period of the Llanos 34 Block E&P Contract. The contract provides for a six-year exploration period, consisting of two three-year phases, which can be extended for up to six additional months to allow for the completion of exploration activities. The Llanos 34 Block E&P Contract provides for a 24-year exploitation period for each commercial area, beginning on the date on which such area is declared commercially viable. The exploitation period may be extended for periods of up to 10 years at a time, until such time as the area is no longer commercially viable and certain conditions are met. We have presented evaluation programs to the ANH for the Max and Túa Fields, which expire on September 15, 2014 and October 18, 2014, respectively.

Pursuant to the Llanos 34 Block E&P Contract and applicable law, we are required to pay to the ANH a royalty based on hydrocarbons produced in the Llanos 34 Block. In the Max Field, we pay the ANH a royalty of 6.0%, and in the Túa Field, we pay a royalty of 8.0%. Additionally, we are required to pay a subsoil use fee to the ANH, which, during the exploration period, is scaled depending on the contracted acreage, and which, during the exploitation period, is equivalent to the amount of oil we produce multiplied by US$0.1162 per bbl or the amount of natural gas we produce multiplied by US$0.01162 per mcf. The ANH also has the right to receive an additional fee when prices for oil or gas, as the case may

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be, exceed the prices set forth in the Llanos 34 Block E&P Contract. The ANH also has an additional economic right equivalent to 1% of production, net of royalties.

Winchester and Luna Stock Purchase Agreement

Pursuant to the stock purchase agreement entered into on February 10, 2012 with Darlan S.A., Bonanza Ventures, Inc., Winamac Holdings Inc. and Realstep Overseas Inc., as the Sellers, or the Winchester Stock Purchase Agreement, we agreed to pay the Sellers a total consideration of US$30.0 million, adjusted for working capital. Additionally, under the terms of the Winchester Stock Purchase Agreement, we are obligated to make certain payments to the Sellers based on the production and sale of hydrocarbons discovered by exploration wells drilled after October 25, 2011. The agreement provides that we make a quarterly payment to the Sellers in an amount equal to 14% of Adjusted EBITDA from any new discoveries of oil, up to the maximum earn-out amount of US$35.0 million (net of Colombian taxes). Once the maximum earn-out amount is reached, we will pay the Sellers quarterly overriding royalties in an amount equal to 4% of our net revenues from any new discoveries of oil.

Cuerva purchase and sale agreement

Pursuant to the purchase and sale agreement dated March 26, 2012 between Hupecol Cuerva Holdings LLC, as the Seller, and us, we agreed to pay to the Seller a total consideration of US$75 million, adjusted for working capital.

Brazil

Rio das Contas Quota Purchase Agreement

Pursuant to the Rio das Contas Quota Purchase Agreement we entered into on May 14, 2013, we agreed to acquire from Panoro all of the quotas issued by Rio das Contas for a purchase price of US$140.0 million (subject to working capital adjustments at closing and further earn-out payments, if any) upon satisfaction of certain conditions. With respect to the earn-out payments, the Rio das Contas Purchase Agreement provides that during the calendar periods beginning on January 1, 2013 and ending on December 31, 2017, we will make annual earn out payments to Panoro in an amount equal to 45% of "net cash flow," calculated as EBITDA less the aggregate of capital expenditures and corporate income taxes, with respect to the BCAM-40 Concession of any amounts in excess of US$25.0 million, up to a maximum cumulative earn-out amount of US$20.0 million in a five-year period. Once the maximum earn-out amount is reached or the five-year period has elapsed, no further earn-out amounts will be payable.

The closing of the acquisition is subject to the occurrence of certain conditions, including obtaining ANP approvals. Failure to obtain such approvals within nine months from the date of the Rio das Contas Purchase Agreement may result in termination of the agreement. However, if such approvals have not been obtained within nine months, either we or the Seller may extend the nine-month period for an additional three-month period, in which scenario the purchase price shall accrue an interest rate of 4% per annum, as from the relevant extension date and until the actual closing date.

Overview of concession agreements

The Brazilian oil and gas industry is governed mainly by the Brazilian Petroleum Law, which provides for the granting of concessions to operate petroleum and gas fields in Brazil, subject to oversight by the ANP. A concession agreement is divided into two phases: (1) exploration and (2) development and production. The exploration phase, which is further divided into two subsequent exploratory periods, the first of which begins on the date of execution of the concession agreement, can last from three to eight years (subject to earlier termination upon the total return of the concession area or the declaration of commercial viability

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with respect to a given area), while the development and production phase, which begins for each field on the date a declaration of commercial viability is submitted to the ANP, can last up to 27 years. Upon each declaration of commercial viability, a concessionaire must submit to the ANP a development plan for the field within 180 days. The concessions may be renewed for an additional period equal to their original term if renewal is requested with at least 12 months' notice, and provided that a default under the concession agreement has not occurred and is then continuing. Even if obligations have been fulfilled under the concession agreement and the renewal request was appropriately filed, renewal of the concession is subject to the discretion of the ANP.

The main terms and conditions of a concession agreement are set forth in Article 43 of the Brazilian Petroleum Law, and include: (1) definition of the concession area; (2) validity and terms for exploration and production activities; (3) conditions for the return of concession areas; (4) guarantees to be provided by the concessionaire to ensure compliance with the concession agreement, including required investments during each phase; (5) penalties in the event of noncompliance with the terms of the concession agreement; (6) procedures related to the assignment of the agreement; and (7) rules for the return and vacancy of areas, including removal of equipment and facilities and the return of assets. Assignments of participation interests in a concession are subject to the approval of the ANP, and the replacement of a performance guarantee is treated as an assignment.

The main rights of the concessionaires (including us in our concession agreements) are: (1) the exclusive right of drilling and production in the concession area; (2) the ownership of the hydrocarbons produced; (3) the right to sell the hydrocarbons produced; and (4) the right to export the hydrocarbons produced. However, a concession agreement set forth that, in the event of a risk of a fuel supply shortage in Brazil, the concessionaire must fulfill the needs of the domestic market. In order to ensure the domestic supply, the Brazilian Petroleum Law granted the ANP the power to control the export of oil, natural gas and oil products.

Among the main obligations of the concessionaire are: (1) the assumption of costs and risks related to the exploration and production of hydrocarbons, including responsibility for environmental damages; (2) compliance with the requirements relating to acquisition of assets and services from domestic suppliers; (3) compliance with the requirements relating to execution of the minimum exploration program proposed in the winning bid; (4) activities for the conservation of reservoirs; (5) periodic reporting to the ANP; (6) payments for government participation; and (7) responsibility for the costs associated with the deactivation and abandonment of the facilities in accordance with Brazilian law and best practices in the oil industry.

A concessionaire is required to pay to the Brazilian government the following:

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a license fee;

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rent for the occupation or retention of areas;

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a special participation fee;

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royalties; and

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taxes.

Rental fees for the occupation and maintenance of the concession areas are payable annually. For purposes of calculating these fees, the ANP takes into consideration factors such as the location and size of the relevant concession, the sedimentary basin and the geological characteristics of the relevant concession.

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A special participation fee is an extraordinary charge that concessionaires must pay in the event of obtaining high production volumes and/or profitability from oil fields, according to criteria established by applicable regulations, and is payable on a quarterly basis for each field from the date on which extraordinary production occurs. This participation fee, whenever due, varies between 0% and 40% of net revenues depending on (1) the volume of production and (2) whether the concession is onshore or in shallow water or deepwater. Under the Brazilian Petroleum Law and applicable regulations issued by the ANP, the special participation fee is calculated based on the quarterly net revenues of each field, which consist of gross revenues calculated using reference prices established by the ANP (reflecting international prices and the exchange rate for the period) less:

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royalties paid;

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investment in exploration;

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operational costs; and

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depreciation adjustments and applicable taxes.

The Brazilian Petroleum Law also requires that the concessionaire of onshore fields pay to the landowners a special participation fee that varies between 0.5% to 1.0% of the net operational income originated by the field production.

BCAM-40 concession agreement.    On August 6, 1998, the ANP and Petrobras executed the concession agreement governing the BCAM-40 Concession, or the BCAM-40 Concession Agreement, following the first round of bidding, referred to as Bid Round Zero, under the regime established by the Brazilian Petroleum Law. The exploration phase will end in November 2029. The agreement was amended and updated on October 31, 2003, and then further amended in connection with the following assignments of participation interests in the concession: in 2000, Petrobras assigned 55% of its 65% participation interest to QG Perfurações, and the remaining 10% to Petroserv. In March 2005, QG Perfurações assigned its 55% participation interest to its affiliate, Manati S.A. Rio das Contas acquired Petroserv's 10% participation interest in connection with the sale of Rio das Contas by Petroserv to Panoro on July 14, 2005, through a deed of assignment that became effective upon the ANP's approval on November 3, 2005. In May 2007, Manati S.A. assigned 10% of its participation interest to QGOG, who, in turn, assigned the interest to Brasoil in September 2007. In November 2012, Manati S.A. assigned its remaining 45% participation interest to QGEP. On September 11, 2009, Petrobras announced the termination of BCAM-40 Concession's exploration phase and the return of the exploratory area of the concession to the ANP, except for the Manati Field and the Camarão Norte Field.

Under the BCAM-40 Concession Agreement, the ANP is entitled to a monthly royalty corresponding to 7.5% of the production of oil and natural gas in the concession area. In addition, in case the special participation fee of 10% shall be applicable for a field in any quarter of the calendar year, the concessionaire is obliged to make qualified research and development investments equivalent to one percent of the field's gross revenue. Area retention payments are also applicable under the concession agreement.

Pursuant to the Rio das Contas Quota Purchase Agreement, we have agreed to acquire Rio das Contas's 10% participation interest in the BCAM-40 Concession. The assignment of Rio das Contas's 10% working interest is subject to the approval of the ANP, among other approvals.

Round 11 concession agreements.    Additionally, on May 14, 2013, following the eleventh round of bidding pursuant to the Brazilian Petroleum Law, we were awarded (subject to entry into concession agreements with the ANP) seven new exploratory licenses in Brazil in the REC-T 94 and REC-T 85 concessions in the

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Recôncavo Basin in the State of Bahia and the POT-T 664, POT-T 665, POT-T 619, POT-T 620 and POT-T 663 exploratory concessions in the Potiguar Basin in the State of Rio Grande do Norte. In connection with our winning bid, we expect to enter into seven concession agreements, which we collectively refer to as the Round 11 Concession Agreements, with the ANP on August 30, 2013, for the right to exploit the oil and natural gas in these blocks. We have paid to the ANP a license fee in the amount of R$10.2 million (R$7.2 million for REC-T 94 and REC-T 85 and R$3.0 million for the POT-T 664, POT-T 665, POT-T 619, POT-T 620 and POT-T 663 Concessions), and provide to the ANP financial guarantees in the amount of R$20.4 million (R$12.1 million for the REC-T 94 and REC-T 85 concessions and R$8.3 million for the POT-T 664, POT-T 665, POT-T 619, POT-T 620 and POT-T 663 Concessions), to secure our obligations under the Minimum Exploratory Programs, or PEMs, for the first exploratory period of the concessions.

Under the Round 11 Concession Agreements, the ANP is entitled to a monthly royalty corresponding to 10% of the production of oil and natural gas in the concession area, in addition to the special participation fee described above, the payment for the occupation of the concession area of approximately R$7,600 per year and the payment to the owners of the land of the concession equivalent to one percent of the oil and natural gas produced in the concession area.

Overview of consortium agreements

A consortium agreement is a standard document describing consortium members' respective percentages of participation and appointment of the operator. It generally provides for joint execution of oil and natural gas exploration, development and production activities in each of the concession areas. These agreements set forth the allocation of expenses for each of the parties with respect to their respective participation interests in the concession. The agreements are supplemented by joint operating agreements, which are private instruments that typically regulate the aggregation of funds, the sharing of costs, mitigation of operational risks, preemptive rights and the operator's activities.

An important characteristic of the consortia for exploration and production of oil and natural gas that differs from other consortia (Article 278, paragraph 1, of the Brazilian Corporate Law) is the joint liability among consortium members as established in the Brazilian Petroleum Law (Article 38, item II).

BCAM-40 Consortium Agreement.    On January 14, 2000, the consortium formed by Petrobras, QG Perfurações and Petroserv entered into a consortium agreement, or the BCAM-40 Consortium Agreement, for the performance of the BCAM-40 Concession Agreement. The agreement was amended on March 7, 2005 in connection with the assignment of QG Perfurações's 55% participation interest to Manati S.A.; on July 14, 2005 in connection with Petroserv's assignment of its 10% participation interest to Rio das Contas; on May 23, 2007 in connection with the assignment of 10% of Manati S.A.'s participation interest to QGOG; on September 25, 2007 in connection with the assignment of QGOG's participation interest to Brasoil; and on November 30, 2012 in connection with the assignment of 45% of Manati S.A.'s participation interest to QGEP. Petrobras is the operator of the BCAM-40 concession, with a 35% participation interest. QGEP, Brasoil and Rio das Contas have a 45%, 10% and 10% participation interest, respectively. The BCAM-40 Consortium Agreement has a specified term of 40 years, terminating on January 14, 2040 and, at the time the obligations undertaken in the agreement are fully completed, the parties will have the right to terminate it. The BCAM-40 Block consortium has also entered into a joint operating agreement, which sets out the rights and obligations of the parties in respect of the operations in the concession.

Petrobras Natural Gas Purchase Agreement

QGEP, Rio das Contas, Brasoil and Petrobras are party to a natural gas purchase agreement providing for the sale of natural gas by QGEP, Rio das Contas and Brasoil to Petrobras, in an amount of 812 bcf over the

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term of agreement. The Petrobras Natural Gas Purchase Agreement is valid until the earlier of Petrobras's receipt of this total contractual quantity or June 30, 2030. The agreement may not be fully or partially assigned except upon execution of an assignment agreement with the written consent of the other parties, which consent may not be unreasonably withheld provided that certain prerequisites have been met.

The agreement provides for the provision of "daily contractual quantities" to Petrobras, in the following amounts: from the first year through the end of the fourth year under the contract, 211.9 mmcfpd; from the beginning of the fifth year through the end of the ninth year, 141.3 mmcfpd; and from the beginning of the tenth year through the end of the contract, 141.3 mmcfpd or such smaller quantity as stipulated by the parties, to take into account the Manati Field's depletion. Pursuant to the agreement, the base price is denominated in reais and is adjusted annually for inflation pursuant to the general index of market prices (IGPM). Additionally, the gas price applicable on a given day is subject to reduction as a result of the gas quantity acquired by Petrobras above the volume of the annual TOP commitment (85% of the daily contracted quantity) in effect on such day.

The Petrobras Natural Gas Purchase Agreement provides that if the Manati Field's daily production capacity is less than the amount of the applicable daily contractual quantity, gas sales shall be made exclusively to Petrobras, with any sales to third parties subject to a penalty. If the field's production is above the applicable daily contractual quantity, the agreement provides that Petrobras must first be offered to purchase the excess amount of gas.

Petrobras Natural Gas Condensate Purchase Agreement

On January 1, 2012, Rio das Contas and Petrobras entered into an agreement, or the Petrobras Natural Gas Condensate Purchase Agreement, for the sale to Petrobras of Rio das Contas's share of the total volume of natural gas condensate to be produced in the Manati Field. The agreement was amended on January 1, 2013 to extend its term to December 31, 2013. The agreement is renewed on a yearly basis and takes into consideration market factors that affect the production and sale of gas.

Pursuant to the agreement, for each liquid barrel of condensed natural gas sold by Rio das Contas, Petrobras will pay the monthly arithmetic average of the averages of the daily prices for the "BRENT DTD" barrel, as published by Platt's Crude Oil Marketwire, subject to a discount of $0.57 per barrel.

Any assignment of a party's interest under the agreement requires the other party's prior written consent.

Argentina

Overview of exploitation concessions

As the concession holder of three concessions in Argentina—the Del Mosquito Concession, the Cerro Doña Juana Concession and the Loma Cortaderal Concession—we are subject to numerous restrictions and fees related to hydrocarbon production and foreign markets. For example, the domestic oil and gas market in Argentina has supply privileges favoring the domestic market, to the detriment of the export market, including hydrocarbon export restrictions, domestic price controls, export duties and domestic market supply obligations. We are also subject to certain foreign currency retention restrictions. We must comply with central bank registration requirements, maintain a minimum one-year residency in Argentina and comply with central bank registration requirements, including the requirement that 30% of all funds remitted to Argentina remain deposited in a domestic financial institution for one year without yielding interest unless such funds are proven invested in exploration and production or meet other limited requirements, as established under Presidential Decree 616/2005. We are also subject to certain export duties under each of the concessions (in particular, to a 20% duty on gas exports, as established under

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Presidential Decree 645/2004) and an up-to-45% duty on oil exports, depending on oil prices, as established under Resolution 394/2007 of the Argentine Secretary of Energy.

In general, our Argentina concession agreements for the Del Mosquito, Cerro Doña Juana and Loma Cortaderal Blocks grant us the exclusive right to produce, explore and develop hydrocarbons in these blocks, as well as the right to receive a transportation concession to build unused pipelines or other transportation facilities beyond the boundaries of the concessions for 35 years. The term of each of these concessions is 25 years, with an optional extension of up to 10 years. There is no minimum work or investment commitment under any of the concessions other than the general requirement to make needed investments to develop the entire acreage of the concession, though the Argentine Secretary of Energy takes into account all work and investment undertaken when determining whether to grant an extension of the concession term. Work and investment programs for the concessions are required to be presented annually to the incumbent Provincial State enforcement authority, the Argentine Secretary of Energy and the Strategic Planning and Coordination Committee for the National Hydrocarbon Investment Plan.

Under the terms of our concession agreements, we are entitled to 100% of production, with no governmental participation. We are also required, under Argentine law, to pay royalties to certain Argentine provinces, at a rate of 12% on both oil and gas sales. In addition to this 12% royalty, we are also required to pay additional royalties ranging from 2.5% to 8%, pursuant to private royalty agreements we have entered into. We also pay annual surface rental fees established under hydrocarbons law 17.319 and Resolution 588/98 of the Argentine Secretary of Energy and Decree 1454/2007, and certain landowner fees.

Our Argentine concession agreements have no change of control provisions, though any assignment of these concessions is subject to the prior authorization by the executive branch of the incumbent Provincial State. For the four years prior to the expiration of each of these concessions, the concession holder must provide technical and commercial justifications for leaving any inactive and non-producing wells unplugged. Each of these concessions can be terminated for default in payment obligations and/or breach of material statutory or regulatory obligations. We may also voluntarily relinquish acreage to the Argentine authorities. For example, in November 2012, we voluntarily relinquished approximately 102,500 non-producing gross acres in the Del Mosquito Block to the Argentine authorities, which relinquishment is currently subject to approval by the authorities of the province of Santa Cruz and the completion of certain environmental audits.

Our Argentine concessions are governed by the laws of Argentina and the resolution of any disputes must be sought in the Federal Courts, although provincial courts may have jurisdiction over certain matters.

Agreements with LGI

LGI Chile Shareholders' Agreements

In 2010, we formed a strategic partnership with LGI to jointly acquire and develop upstream oil and gas projects in South America. In 2011, LGI acquired a 20% equity interest in GeoPark Chile and a 14% equity interest in GeoPark TdF, for a total consideration of US$148.0 million, plus additional equity funding of US$18.0 million over the following three years. On May 20, 2011, in connection with LGI's investment in GeoPark Chile, we and LGI entered into a shareholders' agreement (as amended on July 4, 2011, the GeoPark Chile Shareholders' Agreement) and a subscription agreement (as amended on July 4, 2011 and October 4, 2011, in connection with LGI's investment in GeoPark TdF, the GeoPark TdF Subscription Agreement, and, together with the GeoPark Chile Shareholders' Agreement, the LGI Chile Shareholders'

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Agreements), setting forth our and LGI's respective rights and obligations in connection with LGI's investment in our Chilean oil and gas business.

The respective boards of each of GeoPark Chile and GeoPark TdF supervise their day-to-day operations. Each of these boards has four directors. As long as LGI holds at least 5% of the voting shares of GeoPark Chile, LGI has the right to elect one director and such director's alternate, and the remaining directors, and alternates, are elected by us. As long as LGI holds at least 5% of the voting shares of GeoPark TdF, LGI has the right to elect one director and such director's alternate, and the remaining directors, and alternates, are elected by GeoPark Chile.

The LGI Chile Shareholders' Agreements require the consent of LGI or the LGI appointed director in order for GeoPark Chile and GeoPark TdF, as the case may be, to take certain actions, including, among others:

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making any decision to terminate or permanently or indefinitely suspend operations in or surrender our blocks in Chile (other than as required under the terms of the relevant CEOP for such blocks);

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selling our blocks in Chile to our affiliates;

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any change to the dividend, voting or other rights that would give preference to or discriminate against the shareholders of GeoPark Chile and GeoPark TdF;

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entering into certain related party transactions; and

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creating a security interest over our blocks in Chile (other than in connection with a financing that benefits our Chilean subsidiaries).

The LGI Chile Shareholders' Agreements provide that if LGI or either Agencia or GeoPark Chile decides to sell its shares in GeoPark Chile or GeoPark TdF, as the case may be, the transferring shareholder must make an offer to sell those shares to the other shareholder before selling those shares to a third party. In addition, any sale to a third party is subject to tag-along and drag-along rights, and the non-transferring shareholder has the right to object to a sale to the third party if it considers such third party to be not of a good reputation or one of our direct competitors. Under the LGI Chile Shareholders' Agreements, we and LGI have also agreed to vote our shares or otherwise cause GeoPark Chile or GeoPark TdF, as the case may be, to declare dividends only after allowing for retentions to meet anticipated future investments, costs and obligations. See "Risk Factors—Risks relating to the countries in which we operate—LGI, our strategic partner in Chile and Colombia, may sell its interest in our Chilean and Colombian operations to a third party or may not consent to our taking certain actions."

LGI Colombia Shareholders' Agreement

In December 2012, we and LGI agreed that we would extend our strategic partnership to build a portfolio of upstream oil and gas assets throughout South America through 2015. On December 18, 2012, LGI agreed to acquire a 20% equity interest in GeoPark Colombia for a total consideration of US$20.1 million composed of a US$14.9 million capital contribution, a US$4.9 million loan to GeoPark Colombia and miscellaneous reimbursements. Concurrently, we and LGI entered into a shareholders' agreement, the LGI Colombia Shareholders' Agreement, setting forth our and LGI's respective obligations in connection with LGI's investment in our Colombian oil and gas business, and LGI and Winchester entered into the Winchester Loan Agreement, whereby, upon the closing of LGI's subscription of shares in GeoPark Colombia, LGI granted a credit line (of which US$4.9 million was drawn at closing) to Winchester of up to US$12.0 million, to be used for the acquisition, development and operation of oil and gas assets in Colombia.

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GeoPark Colombia's board supervises its day-to-day operations. GeoPark Colombia has four directors. As long as LGI holds at least 14% of the voting shares of GeoPark Colombia, LGI has the right to elect one director and such director's alternate, and the remaining directors and alternates are elected by us.

Under the LGI Colombia Shareholders' Agreement, LGI agreed to assume its share of the existing debt of GeoPark Colombia and to provide additional funding to cover LGI's share of required future investments in Colombia. In addition, we can earn back up to 12% additional equity interests in GeoPark Colombia depending on the success of our Colombian operations.

The LGI Colombia Shareholders' Agreement requires the consent of LGI or the LGI-appointed director for GeoPark Colombia to take certain actions, including, among others:

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making any decision to terminate or permanently or indefinitely suspend operations in or surrender our blocks in Colombia (other than as required under the terms of the relevant concessions for such blocks);

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creating of a security interest over our blocks in Colombia;

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approving of GeoPark Colombia's annual budget and work programs and the mechanisms for funding any such budget or program;

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entering into of any borrowings other than those provided in an approved budget or incurred in the ordinary course of business to finance working capital needs;

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granting any guarantee or indemnity to secure liabilities of parties other than those of our Colombian subsidiaries;

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changing the dividend, voting or other rights that would give preference to or discriminate against the shareholders of GeoPark Colombia;

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entering into certain related party transactions; and

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disposing of any material assets other than those provided for in an approved budget and work program.

The LGI Colombia Shareholders' Agreement provides that if either we or LGI decide to sell our respective shares in GeoPark Colombia, the transferring shareholder must make an offer to sell those shares to the other shareholder before selling those shares to a third party. In addition, any sale to a third party is subject to tag-along and drag-along rights, and the non-transferring shareholder has the right to object to a sale to the third party if it considers such third party to be not of a good reputation or one of our direct competitors.

Under the LGI Colombia Shareholders' Agreement, we and LGI have agreed to vote our shares or otherwise cause GeoPark Colombia to declare dividends only after allowing for retentions for approved work programs and budgets and capital adequacy requirements of GeoPark Colombia, working capital requirements, banking covenants associated with any loan entered into by GeoPark Colombia or our other Colombian subsidiaries and operational requirements. See "Risk factors—Risks relating to our business—LGI, our strategic partner in Chile and Colombia, may sell its interest in our Chilean and Colombian operations to a third party or may not consent to our taking certain actions."

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Title to properties

In each of the countries in which we operate, the state is the exclusive owner of all hydrocarbon resources located in such country and has full authority to determine the rights, royalties or compensation to be paid by private investors for the exploration or production of any hydrocarbon reserves. In Chile, the Republic of Chile grants such rights through a CEOP. In Colombia, the Republic of Colombia grants such rights through E&P contracts or contracts of association. In Argentina, the Argentine Republic grants such rights through exploitation concessions. In Brazil, the Federative Republic of Brazil grants such rights pursuant to concession agreements. See "Risk factors—Risks relating to the countries in which we operate—Oil and natural gas companies in Chile, Colombia, Brazil and Argentina do not own any of the oil and natural gas reserves in such countries." Other than as specified in this prospectus, we believe that we have satisfactory rights to exploit or benefit economically from the oil and gas reserves in the blocks in which we have an interest in accordance with standards generally accepted in the international oil and gas industry. Our CEOPs, E&P contracts, contracts of association, exploitation concessions and concession agreements are subject to customary royalty and other interests, liens under operating agreements and other burdens, restrictions and encumbrances customary in the oil and gas industry that we believe do not materially interfere with the use of or affect the carrying value of our interests. See "Risk factors—Risks relating to our business—We are not, and may not be in the future, the sole owner or operator of all of our licensed areas and do not, and may not in the future, hold all of the working interests in certain of our licensed areas. Therefore, we may not be able to control the timing of exploration or development efforts or associated costs or the rate of production of any non-operated, and, to an extent, any non-wholly-owned, assets."

Our customers

In Chile, our primary customers are ENAP and Methanex. As of June 30, 2013, ENAP purchased all of our oil and condensate production and Methanex purchased all of our natural gas production in Chile, and represented 44.7% and 6.8%, respectively, of our total revenues for the six-month period ended June 30, 2013. Our contract with ENAP is automatically renewed for six-month terms, with oil pricing based on international market prices. Our contract with Methanex is a long-term contract subject to take-or-pay and deliver-or-pay provisions, with the price of natural gas based on the international market prices for methanol. In Colombia, our primary customers are Gunvor, Hocol, Trenaco and Perenco, who purchase our production through short-term contracts, and who represented 21.9%, 14.7%, 8.6% and 1.5%, respectively, of our total revenues for the six-month period ended June 30, 2013. In Argentina, our primary customer is Oil Combustibles, representing 0.4% of our total revenues for the six-month period ended June 30, 2013. In Brazil, our primary customer is expected to be Petrobras following the completion of our pending Brazil Acquisitions.

Seasonality

Although there is some historical seasonality to the prices that we receive for our production, the impact of such seasonality has not been material. Additionally, seasonality does not play a significant role in our ability to conduct our operations, including drilling and completion activities. Although in winter months, it is more difficult or even impossible to conduct certain of our operations, such as seismic work, we take such seasonality into account in planning for and conducting our operations, such that the impact on our overall business is not material.

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Our competition

The oil and gas industry is competitive, and we may encounter strong competition from other independent operators and from major oil companies in acquiring and developing licenses. In Chile, we partner with and sell to, and may from time to time compete with, ENAP and, to a lesser extent, some companies with operations in Argentina mentioned below. In Colombia, we partner with and sell to, and may from time to time compete with, Ecopetrol, as well as with privately-owned companies such as Pacific Rubiales, Gran Tierra, Petrominerales, Parex and Canacol, among others. In Brazil, we expect to partner with and sell to, and may from time to time compete with, Petrobras, privately-owned companies such as HRT, QGEP, Brasoil and some of the Colombian companies mentioned above, which have entered into Brazil, among others. In Argentina, we compete for resources with YPF, as well as with privately-owned companies such as Pan American Energy, Pluspetrol, Tecpetrol, Chevron, Wintershall, Total, Sinopec and others.

Many of these competitors have financial and technical resources and personnel substantially larger than ours. As a result, our competitors may be able to pay more for desirable oil and natural gas assets, or to evaluate, bid for and purchase a greater number of licenses than our financial or personnel resources will permit. Furthermore, these companies may also be better able to withstand the financial pressures of unsuccessful wells, sustained periods of volatility in financial and commodities markets and generally adverse global and industry-wide economic conditions, and may be better able to absorb the burdens resulting from changes in relevant laws and regulations, which may adversely affect our competitive position. See "Risk factors—Risks relating to our business—Competition in the oil and natural gas industry is intense, which makes it difficult for us to acquire properties and prospects, market oil and natural gas and secure trained personnel."

We are also affected by competition for drilling rigs and the availability of related equipment. Higher commodity prices generally increase the demand for drilling rigs, supplies, services, equipment and crews, and can lead to shortages of, and increasing costs for, drilling equipment, services and personnel. Over the past several years, oil and natural gas companies have experienced higher drilling and operating costs. Shortages of, or increasing costs for, experienced drilling crews and equipment and services could restrict our ability to drill wells and conduct our operations.

Health, safety and environmental matters

General

We and our operations are subject to various stringent and complex international, federal, state and local environmental, health and safety laws and regulations in the countries in which we operate governing matters including the emission and discharge of pollutants into the ground, air or water; the generation, storage, handling, use and transportation of regulated materials; and human health and safety. These laws and regulations may, among other things:

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require the acquisition of various permits or other authorizations or the preparation of environmental assessments, studies or plans (such as well closure plans) before seismic or drilling activity commences;

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enjoin some or all of the operations of facilities deemed not in compliance with permits;

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restrict the types, quantities and concentration of various substances that can be released into the environment in connection with oil and natural gas drilling, production and transportation activities;

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require establishing and maintaining bonds, reserves or other commitments to plug and abandon wells;

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limit or prohibit seismic and drilling activities in certain locations lying within or near protected or otherwise sensitive areas; and

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require remedial measures to mitigate or remediate pollution from our operations, which, if not undertaken, could subject us to substantial penalties.

These laws and regulations may also restrict the rate of oil and natural gas production below the rate that would otherwise be possible. Compliance with these laws can be costly. The regulatory burden on the oil and gas industry increases the cost of doing business in the industry and consequently affects profitability.

Moreover, public interest in the protection of the environment continues to increase. Drilling in some areas has been opposed by certain community and environmental groups and, in other areas, has been restricted. Our operations could be adversely affected to the extent laws are enacted or other governmental action is taken that prohibits or restricts seismic or drilling activities or imposes environmental requirements that result in increased costs to the oil and gas industry in general, such as more stringent or costly waste handling, disposal or cleanup requirements.

Climate change

Our operations and the combustion of oil and natural gas-based products results in the emission of greenhouse gases, or GHGs, which may contribute to global climate change. Climate change regulation has gained momentum in recent years internationally and at the federal, regional, state and local levels. On the international level, various nations have committed to reducing their GHG emissions pursuant to the Kyoto Protocol. The Kyoto Protocol was set to expire in 2012. In late 2011, an international climate change conference in Durban, South Africa resulted in, among other things, an agreement to negotiate a new climate change regime by 2015 that would aim to cover all major greenhouse gas emitters worldwide, including the U.S., and take effect by 2020. In November and December 2012, at an international meeting held in Doha, Qatar, the Kyoto Protocol was extended by amendment until 2020. In addition, the Durban agreement to develop the protocol's successor by 2015 and implement it by 2020 was reinforced.

Other regulation of the oil and gas industry

Chile

Companies in the oil and gas sector, like all Chilean companies, must comply with the general principles concerning employee health and safety laws that are contained in the Chilean Labor Code and other labor statutes. The Chilean Ministry of Labor is responsible for the enforcement of those standards, with the authority to impose fines. In addition, the Health Department of the Ministry of Health has the responsibility to monitor compliance and also the authority to impose fines and stop operations of health and safety violators.

Regarding environmental matters, the Chilean Constitution grants all citizens the right to live in a pollution-free environment. It further provides that other constitutional rights may be limited in order to protect the environment. Chile has numerous laws, regulations, decrees and municipal ordinances relating to environmental protection, pursuant to which specific approvals, consents and permits may be required in order to perform activities that may affect the environment.

The General Environmental Law (Law No. 19,300), enacted in March 1994 and modified in 2010 by Law No. 20,417, establishes a framework for environmental regulation in Chile, which has become increasingly stringent in recent years. Recent amendments include, among others, the creation of a new institutional framework composed of: (1) the Ministry of Environment (Ministerio del Medio Ambiente); (2) the Council of Ministers for Sustainability (Consejo de Ministros para la Sustentabilidad); (3) the Environmental

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Assessment Service (Servicio de Evaluación Ambiental); and (4) the Superintendency of the Environment (Superintendencia del Medio Ambiente), all of which are in charge of regulating, assessing and enforcing activities that could have an environmental impact.

The new institutions and regulatory framework are likely to result in additional restrictions or costs on us relating to environmental litigation and protection of the environment, particularly those related to plant and animal life, wildlife protected areas, water quality standards, air emissions and soil pollution. In addition, violations of these environmental regulations may lead to fines, the closure of facilities and the revocation of environmental approvals. The General Environmental Law and its regulations entitle the Chilean government, through the Superintendency of the Environment, to: (1) bring administrative and judicial proceedings against companies that violate environmental laws; (2) close non-complying facilities; (3) revoke required operating licenses; and (iv) impose sanctions and fines when companies act negligently, recklessly or deliberately in connection with environmental matters.

The sanction procedures and environmental liability claims derived from environmental damage will be handled by the Chilean environmental court.

For additional information on environmental, health and safety regulations applicable to the Chilean oil and gas sector, see "Industry and regulatory framework—Chile—Regulatory entities."

Colombia

Health, safety and environmental regulation of the oil and gas industry in Colombia is dispersed throughout a number of different laws and regulations. Environmental regulation is primarily governed by Decree 2811 of 1974, Decree 2820 of 1974 and Law 99 of 1993, which established the Ministry of Environment and provided for the issuance of a number of associated laws and regulations. The Ministry of Environment through the ANLA monitors compliance with environmental obligations. Furthermore, licenses for exploration and exploitation of hydrocarbons are granted by the ANLA and this is the entity in charge of monitoring the permits. Regional corporations who are responsible for monitoring environmental compliance within their regions have additional obligations.

Law 99 introduced the requirement of environmental permits for activities, including oil and gas exploration and production, which can cause serious deterioration of renewable natural resources or damage to the environment, or that introduce substantial changes to the landscape. Decree 2820 of 2010 requires an environmental license for all hydrocarbon projects, including for each of the following activities: conducting seismic exploration activities that require the construction of roads for vehicular traffic, exploratory drilling projects, exploitation of hydrocarbons and development of related facilities (including internal pipelines and storage, roads and related infrastructure), transportation and handling of liquid and gaseous hydrocarbons, developing liquid hydrocarbon delivery terminals or transfer stations, and construction and operation of refineries. Other hydrocarbon activities may require environmental permits as well. Compliance with environmental regulations is handled under a strict sanctioning regime, established by Law 1333 of 2009, whereby liability is presumed and fines are significant.

Health and safety regulation is primarily enforced by the Ministry of Labor. In addition, there is a special regulation (Decree 2090 of 2003 and Decree 806 of 1998) that protects workers in the oil and gas industry and provides additional specific rules regarding health and safety protection for workers in the industry.

For additional information on environmental, health and safety regulations applicable to the Colombian oil and gas sector, see "Industry and regulatory framework—Colombia—Regulatory entities."

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Brazil

In accordance with Brazilian environmental legislation, activities or ventures that use natural resources or that are deemed to be actually or potentially polluting are subject to environmental licensing requirements, under which the relevant environmental body analyzes location, facilities, expansion and operation of projects, as well as establishes conditions for project development.

Environmental licensing of E&P activities in the offshore basin (territorial sea, the continental platform and exclusive economic zones) is granted on a federal level. The environmental licensing in Brazil may be subject to federal, state or municipal (local) licensing as a general rule, and in many industries it is usual to have projects in which more than one of those entities claim jurisdiction. That may be the case for onshore E&P activities (and it is in the ports sector, for instance), but such controversy does not apply to offshore E&P environmental licensing.

The IBAMA, by means of its General Supervision for Oil and Gas Licensing (Coordenação Geral de Licenciamento de Petróleo e Gás), is the entity in charge of the environmental licensing for E&P projects.

E&P activities are divided in two subgroups, according to the Brazilian Ministry for the Environment: (i) seismic activities; and (ii) drilling and production of hydrocarbons. In addition to the Complementary Law, the main rules governing the environmental licensing of such activities are: (1) Resolution No. 237, from December 19, 1997, issued by the Brazilian National Committee for the Environment (Conselho Nacional do Meio Ambiente), or CONAMA; (2) Resolution No. 350, from July 6, 2004, also issued by CONAMA; and (3) Ordinance No. 422, from October 26, 2011, issued by the Brazilian Ministry for the Environment.

CONAMA Resolution No. 237 sets forth the general rules that must be complied with regarding environmental licensing. It prescribes that the competent environmental authority, with the entrepreneur's participation, shall define the plans, projects and environmental assessments necessary to start the environmental licensing proceeding. In addition, IBAMA Normative Ordinance No. 184, from July 17, 2008, defines the general rules of environmental licensing on the federal level. However, for oil and gas activities, these general rules do not apply and have been adjusted and regulated by specific regulation, as mentioned below.

CONAMA Resolution No. 350/2004 governs environmental licensing for seismic activities. Ordinance No. 422, from October 26, 2011, issued by the Brazilian Ministry for the Environment, sets forth rules for the environmental licensing of: (1) seismic activities (i.e., clarifying and creating some new steps between those mentioned above); (2) drilling; and (3) oil and gas production and evacuation, as well as Extended Well Tests, or EWTs. For the environmental licensing of oil and gas production and evacuation, as well as EWTs, the proceeding is more complex. The steps differ depending on the status of the enterprise and the environmental license sought: (1) planning for the installation of the enterprise, which needs a Preliminary License (Licença Prévia), or LP; (2) implementation and installation of the project licensed with the LP, which needs an Installation License (Licença de Instalação) or LI; and (3) operation of the enterprise installed according with the LI, which needs an Operation License (Licença de Operação).

The environmental licensing of oil and natural gas exploration, development and production activities is subject to, among several other requirements, the preparation of environmental assessments, the complexity and rules of which vary according to the activities sought, the depth and distance from the coast and the environmental sensitivity of the area in which the development of activities is sought. Among such studies, the Environmental Impact Assessment (Estudo Prévio de Impacto Ambiental) and the respective Environmental Impact Report (Relatório de Impacto de Ambiental) may be deemed the most

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complex and time-demanding environmental assessment, though an Environmental Seismic Study (Estudio Ambiental de Sísmica) or an Environmental Drilling Study (Estudio Ambiental de Perfuração) may also be required for purposes of respective environmental licensing. This is a very comprehensive, tailor-made analysis of the environmental impacts, to be produced by the enterprise.

As a compensatory measure, we are also obligated to allocate funds for the implementation and maintenance of conservation areas, based on Federal Law No. 9,985/2000, which are evaluated by the competent environmental agency on the basis of Federal Decree Nos. 4,340/2002 and 6,848/2009 and which must not exceed the value of 0.5% of the total cost involved for the construction of the facility.

Failure to maintain a valid environmental license is classified as an administrative infraction and environmental crime. Any delays or denials by the environmental licensing authority in issuing or renewing licenses, as well as the inability to meet the requirements established by the environmental authorities during the environmental licensing process, may harm or even prevent the construction and regular development of the activity. Some of the environmental licenses related to the operation of the Manati Field production system and natural gas pipeline are expired and have not yet been renewed. Operating without required licenses is subject to both administrative and criminal liabilities, as well as additional costs for regularization.

Environmental nonconformities and damages may result in civil, administrative and criminal liabilities.

The National Environmental Policy (Federal Law No. 6,938/81) regulates civil liability for damages caused to the environment, such liability being of an objective nature (strict liability), i.e., irrespective of fault. Demonstration of the cause-effect relationship between damage caused and action or inaction suffices to trigger the obligation to redress environmental damage. The fact that the relevant entity's operations are covered by environmental licenses does not preclude such liability. The National Environmental Policy established joint liability among polluting agents. In case of environmental damage to an industrial area, it may be difficult to identify the source of environmental damages and intensity thereof. The victim of such damages or whomever the law so authorizes, as indicated below, is not compelled to sue all polluting agents within the same proceeding. Because liability is of a joint nature, the aggrieved party may choose one out of all polluting agents (for example, the agent with the best economic standing) to redress all damages. A polluting agent so sued will have a right of recourse against the other polluting agents.

Furthermore, under Brazilian law, due to environmental damages and noncompliance with environmental laws and regulations, individuals or entities are also subject to criminal and administrative sanctions.

In the criminal sphere, the Environmental Crimes Act (Federal Law No. 9,605/98) applies to every individual or legal entity that carries out any activity deemed damaging to the environment. Because criminal liability is of a subjective nature, the Environmental Crimes Act attributed liability to representatives of legal entities. As a result, upon occurrence of an environmental violation, a legal entity's officer, administrator, director, manager, agent or attorney-in-fact may also be subject to criminal penalties, which comprise fines and imprisonment. With respect to judicial actions, a civil or administrative settlement does not prevent prosecution in a criminal sphere should an environmental crime have occurred.

In the administrative sphere, Federal Decree No. 6,514/2008 provides that environmental authorities may also impose administrative sanctions for those who do not comply with environmental laws and regulations, including, among others: simple fines from R$50 to R$50 million, depending on the infraction, i.e. absence of environmental licenses or failure to comply with its terms may subject the entrepreneur to a fine ranging from R$500 to R$10 million; daily fines; partial or total suspension of activities; demolition

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of the enterprise; and rights restriction sanctions, such as forfeiture or restriction of tax incentives or benefits, closing of the establishments or ventures and forfeiture or suspension of participation in credit lines with official credit establishments.

Due to environmental damages and noncompliance with environmental laws and regulations, the environmental authorities may also propose Conduct Adjustment Agreements (Termos de Ajustamento de Conduta) through which the enterprise may be obliged to fund recovery works and environmental projects.

For additional information on environmental, health and safety regulations applicable to the Brazilian oil and gas sector, see "Industry and regulatory framework—Brazil—Regulatory entities."

Argentina

Historically, environmental legislation and enforcement powers in respect of oil and gas operations have been vested with the federal government. However, after the 1994 Constitutional Reform and after the enactment of the YPF Privatization Law in 1992, provincial states have passed and enforced concurrent new environmental legislation. The federal government is empowered to establish minimum environmental protection standards and provincial governments are empowered to complement them, though provincial environmental legislation is not always fully consistent with federal environmental legislation.

The oil and natural gas industry in Argentina is subject to environmental regulations pursuant to concurrent provincial state and federal legislation. Such legislation provides for restrictions and prohibitions on the release or emission of various substances produced in association with certain oil and gas industry operations. In addition, such legislation requires that wells, facilities and sites be abandoned, reclaimed and/or remediated according to specific standards and/or to the satisfaction of governmental authorities and/or surface owners. Compliance with such legislation can require significant expenditures and a breach of such requirements may result in suspension or revocation of necessary licenses and authorizations, civil and criminal liability for pollution damage and the imposition of material fines and penalties.

Environmental regulations in Argentina also require that wells be plugged in and that facility sites be abandoned and returned to Argentina in a state deemed satisfactory to the applicable regulatory authorities. Four years prior to the expiration of any hydrocarbon concession granted by the Argentine government, an operator is required to present any technical or commercial reasons for seeking to leave an inactive and non-producing well unplugged to the applicable regulatory authorities. In addition, the province of Santa Cruz, in which the Del Mosquito block is located, has created a Registry of Environmental Liabilities and requires operators to submit a five-year remediation program for all environmental liabilities that have been registered.

For additional information on environmental, health and safety regulations applicable to the Argentine oil and gas sector, see "Industry and regulatory framework—Argentina—Regulatory entities."

Our environmental policy

Our health, safety and environmental management plan is focused on undertaking realistic and practical programs based on recognized world practices. Our emphasis is on building key principles and company-wide ownership and then expanding programs from within as we continue to grow. Our Safety, Prosperity, Employees, Environment and Community Development, or S.P.E.E.D., program has been developed in accordance with: ISO 14001 for environmental management issues, OHSAS 18001 for occupational health and safety management issues, SA 8000 for social accountability and workers' rights issues and applicable World Bank standards.

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Our policy is to strive to meet or exceed environmental regulations in the countries in which we operate. We believe that oil and gas can be produced in an environmentally-responsible manner with proper care, understanding and management. We have within our S.P.E.E.D. program a team that is exclusively focused on securing the environmental authorizations and permits for the projects we undertake. This team is also responsible for the achievement of the environmental standards set by our board of directors and for training and supporting our personnel. In these activities, we are supported by experienced oil and gas environmental consulting firms. Our senior executives have also received training in proper environmental management.

Our health and safety policy

We believe that due to the implementation of additional safety tools in our operations in 2012, such as training, permits to work (PTW), internal audits, drills, tailgate safety meetings, job safety analysis (JSA) and risk evaluations, the number of workforce incidents was reduced. As of June 30, 2013, on a rolling 12-month basis, our Lost Time Incident Rate (LTIR) was 0.73, and our Total Recordable Incident Rate (TRIR) was 0.93 (based on a rate of 200,000 labor hours) compared to 0.82 and 0.99, respectively, in December 2012. We had no fatalities due to workforce incidents related to our operations in 2012 and for the six-month period ended June 30, 2013.

Certain Bermuda law considerations

As a Bermuda exempted company, we and our Bermuda subsidiaries are subject to regulation in Bermuda. We have been designated by the Bermuda Monetary Authority as a non-resident for Bermuda exchange control purposes. This designation allows us to engage in transactions in currencies other than the Bermuda dollar, and there are no restrictions on our ability to transfer funds (other than funds denominated in Bermuda dollars) in and out of Bermuda.

Under Bermuda law, "exempted" companies are companies formed for the purpose of conducting business outside Bermuda from a principal place of business in Bermuda. As exempted companies, we and our Bermuda subsidiaries may not, without a license or consent granted by the Minister of Finance, participate in certain business transactions, including transactions involving Bermuda landholding rights and the carrying on of business of any kind for which we or our Bermuda subsidiaries are not licensed in Bermuda.

Employees

As of December 31, 2012, we had approximately 353 employees, of which 163 were located in Chile, 98 were located in Colombia and 92 were located in Argentina. This represented an increase of 88% from December 31, 2011, which increase was largely attributable to our acquisitions of Winchester and Cuerva in Colombia and new operations in our Tierra del Fuego Blocks.

The following table sets forth a breakdown of our employees by geographic segment for the periods indicated.

	Year ended December 31,
	2012		2011		2010
Chile		163		104		82
Colombia		98		—		—
Argentina		92		84		75
Total		353		188		157

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From time to time, we also utilize the services of independent contractors to perform various field and other services as needed. As of December 31, 2012, 12 of our employees were represented by labor unions or covered by collective bargaining agreements. We believe that relations with our employees are satisfactory.

Insurance

We maintain insurance coverage of types and amounts that we believe to be customary and reasonable for companies of our size and with similar operations in the oil and gas industry. However, as is customary in the industry, we do not insure fully against all risks associated with our business, either because such insurance is not available or because premium costs are considered prohibitive.

Currently, our insurance program includes, among other things, construction, fire, vehicle, technical, umbrella liability, director's and officer's liability and employer's liability coverage. Our insurance includes various limits and deductibles or retentions, which must be met prior to or in conjunction with recovery. A loss not fully covered by insurance could have a materially adverse effect on our business, financial condition and results of operations. See "Risk factors—Risks relating to our business—Oil and gas operations contain a high degree of risk and we may not be fully insured against all risks we face in our business."

Legal proceedings

From time to time, we may be subject to various lawsuits, claims and proceedings that arise in the normal course of business, including employment, commercial, environmental, safety and health matters. For example, from time to time, we receive notice of environmental, health and safety violations. It is not presently possible to determine whether any such matters will have a material adverse effect on our consolidated financial position, results of operations or liquidity. We are not currently a party to any material legal proceedings.

Corporate information

We were incorporated as an exempted company pursuant to the laws of Bermuda as GeoPark Holdings Limited in February 2006. On July 30, 2013, our shareholders approved a change of the company's name to GeoPark Limited, effective from July 31, 2013. We maintain a registered office in Bermuda at Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda. Our principal executive offices are located at Nuestra Señora de los Ángeles 179, Las Condes, Santiago, Chile, telephone number +562-2242-9600, and Florida 981, 1st floor, Buenos Aires, Argentina, telephone number +5411-4312-9400. Our website is www.geo-park.com. The information on our website does not constitute part of this prospectus.

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Management

The table below sets forth certain information concerning our current board of directors, executive officers and key employees.

Name	Position	Age		At the Company since
Directors
Gerald E. O'Shaughnessy	Executive Chairman and Director		64		2002
James F. Park	Chief Executive Officer and Director		58		2002
Carlos Gulisano	Director		62		2010	(1)
Juan Cristóbal Pavez	Director		43		2008
Peter Ryalls	Director		63		2006
Steven J. Quamme	Director		53		2011
Pedro Aylwin	Director and Director of Governance and Legal		54		2003
Senior Management
Juan Pablo Spoerer	Chief Financial Officer		43		2013
Augusto Zubillaga	Managing Director of Operations		43		2006
Gerardo Hinterwimmer	Director for Argentina		57		2003
Salvador Harambour	Director for Chile		52		2009
Marcela Vaca	Director for Colombia		45		2012
Dimas Coelho	Director for Brazil		56		2013
Carlos Murut	Director of Development Geology		56		2006
Salvador Minniti	Director of Exploration		58		2007
Jose Díaz	Director of Operations		58		2013
Horacio Fontana	Director of Drilling		56		2008
Ruben Marconi	Director of Health, Safety & Environment		69		2008
Agustina Wisky	Director of People		37		2002
Guillermo Portnoi	Director of Administration and Finance		38		2006
Andrés Ocampo	Director of Growth		35		2010
Pablo Ducci	Director of Capital Markets		33		2012

(1)    Carlos Gulisano joined the Company in 2002 as an advisor.

Biographical information

Gerald E. O'Shaughnessy has been our Executive Chairman and a member of our board of directors since he co-founded the company in 2002. Following his graduation from the University of Notre Dame with degrees in government (1970) and law (1973), Mr. O'Shaughnessy was engaged in the practice of law in Minnesota. Mr. O'Shaughnessy has been active in the oil and gas business over his business career, starting in 1976 with Lario Oil and Gas Company, where he served as Senior Vice President and General Counsel. He later formed the Globe Resources Group, a private venture firm whose subsidiaries provided seismic acquisition and processing, well rehabilitation services, sophisticated logistical operations and submersible pump works for Lukoil in Russia during the 1990s. In 2010 Mr. O'Shaughenssy founded Lario Logistics, a U.S. midstream company which owns and operates the Bakken Oil Express, serving oil producers and service providers in the Bakken Oil play. In addition to his oil and gas activities Mr. O'Shaughnessy is also engaged in investments in banking, wealth management, desktop software, computer and network security,

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and green clean technology. Over the past 25 years, Mr. O'Shaughnessy has also served on a number of non-profit boards of directors, including the Board of Economic Advisors to the Governor of Kansas, the I.A. O'Shaughnessy Family Foundation, the Wichita Collegiate School, the Institute for Humane Studies, The East West Institute and The Bill of Rights Institute. Mr. O'Shaughnessy is a member of the Intercontinental Chapter of Young Presidents Organization and World Presidents' Organization.

James F. Park has served as our Chief Executive Officer and as a member of our board of directors since co-founding the Company in 2002. He has extensive experience in all phases of the upstream oil and gas business, with a strong background in the acquisition, implementation and management of international joint ventures in North America, South America, Asia, Europe and the Middle East. He holds a degree in geophysics from the University of California at Berkeley and has worked as a research scientist in earthquake and tectonic studies. In 1978, Mr. Park joined Basic Resources International Limited, an oil and gas exploration company, which pioneered the development of commercial oil and gas production in Central America. As a senior executive of Basic Resources International Limited, Mr. Park was closely involved in the development of grass-roots exploration activities, drilling and production operations, surface and pipeline construction and crude oil marketing and transportation, and with legal and regulatory issues, and raising substantial investment funds. He remained a member of the board of directors of Basic Resources International Limited until the company was sold in 1997. Mr. Park is also a member of the board of directors of Energy Holdings. Mr. Park has also been involved in oil and gas projects in California, Louisiana, Argentina, Yemen and China. Mr. Park has lived in Argentina and Chile since 2002.

Carlos Gulisano has been a member of our board of directors since June 2010. Dr. Gulisano holds a bachelor's degree in geology, a post-graduate degree in petroleum engineering and a PhD in geology from the University of Buenos Aires and has authored or co-authored over 40 technical papers. He is a former adjunct professor at the Universidad del Sur, a former thesis director at the University of La Plata, and a former scholarship director at CONICET, the national technology research council, in Argentina. Dr. Gulisano is a respected leader in the fields of petroleum geology and geophysics in South America and has over 30 years of successful exploration, development and management experience in the oil and gas industry. In addition to serving as an advisor to GeoPark since 2002 and as Managing Director from February 2008 until June 2010, Dr. Gulisano has worked for YPF, Petrolera Argentina San Jorge S.A. and Chevron San Jorge S.A. and has led teams credited with significant oil and gas discoveries, including those in the Trapial field in Argentina. He has worked in Argentina, Bolivia, Peru, Ecuador, Colombia, Venezuela, Brazil, Chile and the United States. Mr. Gulisano is also an independent consultant on oil and gas exploration and production.

Juan Cristóbal Pavez has been a member of our board of directors since August 2008. He holds a degree in commercial engineering from the Pontifical Catholic University of Chile and a MBA from the Massachusetts Institute of Technology. He has worked as a research analyst at Grupo CB and later as a portfolio analyst at Moneda Asset Management. In 1998, he joined Santana, an investment company, as Chief Executive Officer. At Santana he focused mainly on investments in capital markets and real estate. While at Santana, he was appointed Chief Executive Officer of Laboratorios Andrómaco, one of Santana's main assets. In 1999, Mr. Pavez co-founded Eventures, an internet company. Since 2001, he has served as Chief Executive Officer at Centinela, a company with a diversified global portfolio of investments, with a special focus in the energy industry, through the development of wind parks and run-of-the-river hydropower plants. Mr. Pavez is also a board member of Grupo Security, Vida Security and Hidroelétrica Totoral. Over the last few years he has been a board member of several companies, including Quintec, Enaex, CTI and Frimetal.

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Peter Ryalls has been a member of our board of directors since April 2006. He holds a master's degree in petroleum engineering from Imperial College in London. Mr. Ryalls has worked for Schlumberger Limited in Angola, Gabon and Nigeria, as well as for Mobil North Sea. He has also worked for Unocal Corporation where he held increasingly senior positions, including as Managing Director in Aberdeen, Scotland, and where he developed extensive experience in offshore production and drilling operations. In 1994, Mr. Ryalls represented Unocal Corporation in the Azerbaijan International Operating Company as Vice President of Operations and was responsible for production, drilling, reservoir engineering and logistics. In 1998, Mr. Ryalls became General Manager for Unocal in Argentina. He also served as Vice President of Unocal's Gulf of Mexico onshore oil and gas business and as Vice President of Global Engineering and Construction, where he was responsible for the implementation of all major capital projects ranging from deepwater developments in Indonesia and the Gulf of Mexico to conventional oil and gas projects in Thailand. Mr. Ryalls is also an Independent Petroleum Consultant advising on international oil and gas development projects both onshore and offshore.

Steven J. Quamme has been a member of our board of directors since June 2011. He has 25 years of experience as a fund manager, securities and corporate lawyer, and investment banker. Mr. Quamme holds a B.A. in economics from Northwestern University and a J.D. from the Northwestern University School of Law, where he is a member of the Law School Board. Mr. Quamme is a member of the boards of directors of Cartica Management LLC, as well as the board of trustees of The Potomac School and of the Sibley Memorial Hospital Foundation. He has previously served as a member of the boards of directors of Equivest Finance, Milestone Merchant Partners, LLC, Kerrco Inc, Atlantic Entertainment Group, Rausch Industries, Rompetrol, and Einstein Noah Bagel Corp, LP. From 2005 to 2007, Mr. Quamme served as the Chief Operating Officer of Breeden Partners, a corporate governance fund. From 2002 to 2007, Mr. Quamme also served as Senior Managing Director of Richard C. Breeden & Co., a professional services firm, which focuses on corporate governance and crisis management. In 2000, Mr. Quamme founded Milestone Merchant Partners, a merchant bank based in Washington D.C., where he served as its CEO until 2005. Mr. Quamme is presently a co-founder and Senior Managing Director of Cartica Management, a registered investment advisor focused on emerging markets and a GeoPark shareholder.

Pedro Aylwin has served as a member of our board of directors since July 2013 and as our Director of Governance and Legal since April 2011. From 2003 to 2006, Mr. Aylwin worked for us as an advisor on governance and legal matters. Mr. Aylwin holds a degree in law from the Universidad de Chile and an LLM from the University of Notre Dame. Mr. Aylwin has extensive experience in the natural resources sector. Mr. Aylwin is also a partner at the law firm of Aylwin Abogados in Santiago, Chile, where he represented mining, chemical and oil and gas companies in numerous transactions. From 2006 until 2011, he served as Lead Manager and General Counsel at BHP Billiton, Base Metals, where he was in charge of legal and corporate governance matters on BHP Billiton's projects, operations and natural resource assets in South America, North America, Asia, Africa and Australia. Mr. Aylwin is also a member of the board of directors of Egeda España.

Juan Pablo Spoerer has served as our Chief Financial Officer since February 2013. Mr. Spoerer holds a commercial engineering degree from the Pontifical Catholic University of Chile and a master's degree in business administration from Duke University. He also completed the University of Chicago's Financial and Strategic Management Program and Pade, Los Andes University's Program designed for Top Management. Mr. Spoerer worked in Grupo Enersis for over 14 years, including serving as Regional Manager of Finance and Strategic Planning for Chilectra from 2005 to 2007, in which position he was responsible for financing activities, M&A activities and strategic planning initiatives. From 2007 to 2013, he served as Chief Financial Officer of Parque Arauco. Mr. Spoerer has also served on the Boards of Directors of Codensa, a Colombian

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energy company, and Ampla, a Brazilian energy company. He has also served on the Board of Directors of Parque Arauco Colombia and Parque Arauco Peru.

Augusto Zubillaga has served as our Managing Director of Operations since January 2012. He previously served as our Production Director. He is a petroleum engineer with 19 years of experience in production, engineering, well completions, corrosion control, reservoir management and field development. He has a degree in petroleum engineering from the Instituto Tecnologico de Buenos Aires. Prior to joining our company, Mr. Zubillaga worked for Petrolera Argentina San Jorge S.A. and Chevron San Jorge S.A. At Chevron San Jorge S.A., he led multi-disciplinary teams focused on improving production, costs and safety, and was the leader of the Asset Development Team, which was responsible for creating the field development plan and estimating and auditing the oil and gas reserves of the Trapial field in Argentina. Mr. Zubillaga was also part of a Chevron San Jorge S.A. team that was responsible for identifying business opportunities and working with the head office on the establishment of best business practices. He has authored several industry papers, including papers on electrical submersible pump optimization, corrosion control, water handling and intelligent production systems.

Gerardo Hinterwimmer has served as our Director for Argentina since April 2012. He previously served as our Geosciences Director. He holds a degree in geology from Universidad Nacional de la Plata. He is a development geologist in Argentina and an expert in the Magallanes Austral Basin, with over 25 years of experience working for international and major oil companies, including YPF S.A., Schlumberger Limited, Petrolera Argentina San Jorge S.A. and Chevron San Jorge S.A. Mr. Hinterwimmer has experience in studying and evaluating unconventional volcanic clastic reservoirs in the Austral Basin and has been credited with commercial oil and gas discoveries in the Austral and Neuquen Basins. He is the author of numerous technical papers and is an editor of the reference manual on productive reservoirs in Argentina. He has also contributed to the development of recent geological-oriented technology introduced by Schlumberger Limited in South America.

Salvador Harambour has served as our Director for Chile since 2009. He is an oil and gas manager with more than 27 years of experience in the energy industry. He holds a degree in geology from the Universidad de Chile and an MsC on basin analysis from the University of London. Prior to joining our company, Mr. Harambour spent 24 years at ENAP, beginning in 1985 as Field Geologist. In 1993, he joined Sipertol and worked as Exploration Geologist on several Latin American and European ventures. In 2003, he joined ENAP Sipetrol Argentina, and in 2005, he was appointed General Manager of ENAP Sipetrol in Argentina, until he joined GeoPark in 2009.

Marcela Vaca has been our Director for Colombia since August 2012. Ms. Vaca holds a degree in law from Pontificia Universidad Javeriana in Bogotá, Colombia, a Master's Degree in commercial law from the same university and an LLM from Georgetown University. She has served in the legal departments of a number of companies in Colombia, including Empresas Colombiana de Carbon Ltda (which later merged with INGEOMINAS), and from 2000 to 2003, she served as Legal and Administrative Manager at GHK Company Colombia. Prior to joining our company in 2012, Ms. Vaca served for nine years as General Manager of the Hupecol Group where she was responsible for supervising all areas of the company as well as managing relationships with Ecopetrol, ANH, the Colombian Ministry of Mines and Energy, the Colombian Ministry of Environment and other governmental agencies. At the Hupecol Group, Ms. Vaca was also involved in the structuring of the Hupecol Group's asset development and sales strategy.

Dimas Coelho has served as our Director for Brazil since February 2013. He is a geologist and geophysicist with over 30 years of experience in hydrocarbons exploration. From 1981 to 2011, Dr. Coelho served for Petrobras in numerous capacities, including as Petroleum Exploration Manager (from 2001 to 2004 and

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from 2006 to 2010), in which role he was responsible for the planning, management and execution of the exploration programs in the exploration blocks in Brazil's Santos Basin, and as Joint Venture Project Manager (in 2011), in which role he was responsible for the coordination of Petrobras's functional areas to support Petrobras's work programs in the Santos Basin. In 2012, he served as Executive Vice President of Exploration at Panoro, where he oversaw the functional workflow for Panoro Energy ASA's exploration assets in Brazil. Dr. Dimas holds a degree in geology from the Federal University of Rio de Janeiro, Brazil, an MSc degree in geophysics (seismic processing) from the Federal University of Bahia, Brazil, a Ph.D. in geology (Numerical Basin Modelling) from Cornell University and an MBA in general administration from the Federal University of Rio de Janeiro, Brazil.

Carlos Murut has been our Director of Development Geology since January 2012. He previously served as our Development Manager. Mr. Murut holds a master's degree in petroleum geology from the University of Buenos Aires where he also undertook postgraduate studies in reservoir engineering, specializing in field exploitation. Mr. Murut has over 30 years of experience working for international and major oil companies, including YPF S.A., Tecpetrol S.A., Petrolera Argentina San Jorge S.A. and Chevron San Jorge S.A.

Salvador Minniti has been our Director of Exploration since January 2012. He previously served as our Exploration Manager. He holds a bachelor degree in geology from National University of La Plata and has a graduate degree from the Argentine Oil and Gas Institute in oil geology. Mr. Minniti has over 30 years of experience in oil exploration and has worked with YPF S.A., Petrolera Argentina San Jorge S.A. and Chevron Argentina.

Jose Díaz has been our Director of Operations since January 2013. Mr. Díaz holds a degree in petroleum engineering from Cuyo National University, Argentina, has taken executive business classes at IAE Business School, and pursued graduate studies in oil and gas law and project management at University of Buenos Aires School of Law and Alta Dirección Escuela de Negocios, respectively. He has over 30 years of experience in upstream operations as a petroleum engineer, including more than 15 years in managerial positions. This experience includes positions at international and major oil companies, including OEA S.A., Chevron San Jorge S.A., ChevronTexaco and Petrolera El Trebol S.A.

Horacio Fontana has been our Director of Drilling since March 2012. He previously served as our Engineer Manager. He holds a degree in civil engineering from Rosario National University and is also a graduate from the Argentine Oil and Gas Institute, National University of Buenos Aires, with a specialty in field exploitation and a concentration in drilling. Mr. Fontana has over 25 years of drilling experience including at major Argentine companies like YPF S.A. and Petrolera Argentina San Jorge-Chevron.

Ruben Marconi has been our Director of Health, Safety and Environment since March 2012. He previously served as our Drilling Director. He holds a degree in mechanical engineering from Rosario University and was a YPF scholar at the University of Buenos Aires where he graduated in oil engineering with a concentration in exploitation. Mr. Marconi has over 40 years of field logistics and safety experience with ChevronTexaco, Chevron Mid Continent Business Unit and Chevron Argentina.

Agustina Wisky has worked with our Company since it was founded in November 2002, and has served as our Director of People since 2012. Mrs. Wisky is a public accountant, and also holds a degree in human resources from the Universidad Austral—IAE. She has 13 years of experience in the oil industry. Before joining our company, Mrs. Wisky worked at AES Gener and PricewaterhouseCoopers.

Guillermo Portnoi has been our Director of Administration and Finance since 2011 and has worked for us since June 2006. Mr. Portnoi is a public accountant and holds an MBA from Universidad Austral—IAE. He has more than 10 years of experience in the oil industry. Before joining our company, Mr. Portnoi worked

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at Pluspetrol, Río Alto and PricewaterhouseCoopers, where he counted several major oil companies as his clients.

Andrés Ocampo has been our Director of Growth since 2011. He has been with our company since July 2010. Mr. Ocampo graduated with a degree in Economics from the Universidad Católica Argentina. He has more than 12 years of experience in business and finance. Before joining our company, Mr. Ocampo worked at Citigroup and served as Vice President Oil & Gas and Soft Commodities at Crédit Agricole Corporate & Investment Bank.

Pablo Ducci has served as our Director of Capital Markets since 2012. Mr. Ducci holds a bachelor's degree in science and economics from Pontifical Catholic University of Chile and a master's degree in business administration from Duke University. From 2004 to 2009, Mr. Ducci worked as a Corporate Finance Analyst and Corporate Finance Associate with Celfin Capital. In 2010, he worked as a Summer Associate for Anka Funds, and from 2011 to 2012, he served as Vice President of Development for Falabella Retail.

Our board of directors

Overview

Our board of directors is responsible for establishing our strategic goals, ensuring that the necessary resources are in place to achieve these goals and reviewing our management and financial performance. Our board of directors directs and monitors the company in accordance with a framework of controls, which enable risks to be assessed and managed through clear procedures, lines of responsibility and delegated authority. Our board of directors also has responsibility for establishing our core values and standards of business conduct and for ensuring that these, together with our obligations to our shareholders, are understood throughout the company.

Board composition

Our bye laws and board resolutions provide that the board of directors consist of a minimum of three and a maximum of nine members. All of our directors are required to stand for re-election at the annual general shareholders' meeting, a practice that has been in place since 2006. All of our directors were elected at our annual shareholders' meeting held on July 30, 2013, and their term expires on the date of our next annual shareholders' meeting, to be held in 2014. The board of directors meets at least on a quarterly basis. Unless otherwise indicated, the current business addresses for our board of directors and senior management is Nuestra Señora de los Ángeles 179, Las Condes, Santiago, Chile.

Committees of our board of directors

Our board of directors has established an Audit Committee, a Remuneration Committee and a Nomination Committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. In the future, our board of directors may establish other committees to assist with its responsibilities.

Audit committee

The Audit Committee is composed of three directors: Mr. Peter Ryalls, Mr. Juan Cristóbal Pavez and Mr. Steven J. Quamme (who serves as Chairman of the committee). We have determined that Mr. Peter Ryalls and Mr. Juan Cristóbal Pavez are independent, as such term is defined under NYSE rules. In accordance with NYSE rules, we expect to have a fully independent audit committee within one year of listing.

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The Audit Committee's responsibilities include: (a) approving our financial statements; (b) reviewing financial statements and formal announcements relating to our performance; (c) assessing the independence, objectivity and effectiveness of our external auditors; (d) making recommendations for the appointment, re-appointment and removal of our external auditors and approving their remuneration and terms of engagement; (e) implementing and monitoring policy on the engagement of external auditors supplying non-audit services to us; (f) obtaining, at our expense, outside legal or other professional advice on any matters within its terms of reference and securing the attendance at its meetings of outsiders with relevant experience and expertise if it considers it necessary; and (g) reviewing our arrangements for our employees to raise concerns about possible wrongdoing in financial reporting or other matters and the procedures for handling such allegations, and ensuring that these arrangements allow proportionate and independent investigation of such matters and appropriate follow-up action.

Remuneration committee

The Remuneration Committee is composed of three directors. The members of the remuneration committee are Mr. Juan Cristóbal Pavez (who serves as Chairman of the committee), Mr. Peter Ryalls and Mr. Steve J. Quamme.

The Remuneration Committee meets as required during the year, and its specific responsibilities include: (a) determining, in conjunction with the board of directors, the remuneration policy for the Chief Executive Officer, the Chairman, our executive directors and other members of executive management; (b) reviewing the performance of our executive directors and members of executive management; and (c) reviewing the design of the share incentive plans that are submitted for approval to the board of directors and our shareholders. No member of the Remuneration Committee participates in any discussion about his or her own remuneration.

Nomination committee

The Nomination Committee is composed of three directors. The members of the Nomination Committee are Mr. Gerald E. O'Shaugnessy, Mr. Carlos Gulisano (who serves as Chairman of the committee) and Mr. Pedro Aylwin.

The Nomination Committee meets as required and its responsibilities include: (a) reviewing the structure, size and composition of the board of directors and making recommendations to the board of directors in respect of any required changes; (b) identifying, nominating and submitting for approval by the board of directors candidates to fill vacancies on the board of directors as and when they arise; (c) making recommendations to the board of directors with respect to the membership of the Audit Committee and Remuneration Committee in consultation with the chairman of each committee; (d) reviewing outside directorships/commitments of non-executive directors; and (e) succession planning for directors and senior executives.

Compensation

Executive compensation

For the year ended December 31, 2012, the aggregate compensation accrued or paid to the members of our board of directors for services in all capacities was US$2.2 million. For the year ended December 31, 2012, the aggregate compensation accrued or paid to the members of our executive officers for services in all capacities was US$4.4 million. Gerald E. O'Shaughnessy, James F. Park and Pedro Aylwin are our executive directors.

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Executive directors' contracts

It is our policy that executive directors have contracts of an indefinite term providing for a maximum of one year's notice in writing of termination at any time.

Gerald E. O'Shaughnessy has a service contract with our company that provides for him to act as Executive Chairman at an annual salary of US$250,000. James F. Park has a service contract with our company that provides for him to act as Chief Executive Officer at an annual salary of US$500,000. The payment of a bonus to Mr. O'Shaughnessy or Mr. Park is at our discretion. Our agreements with Mr. O'Shaughnessy and Mr. Park contain covenants that restrict them, for a period of 12 months following termination of employment, from soliciting senior employees of our company and, for a period of six months following the termination of employments, from being involved in any competing undertaking. Pedro Aylwin, who was appointed as an executive director in July 2013, has a service contract with our company that provides for him to act as Director of Governance and Legal.

The following chart summarizes payments made to our executive directors for the year ended December 31, 2012.

	Cash payment
Executive director	Executive directors' fees		Bonus
Gerald E. O'Shaughnessy		US$250,000	US$	150,000
James F. Park		US$500,000	US$	300,000

Non-executive directors' contracts

Our non-executive directors are paid an annual fee of GBP35,000, which is payable quarterly in arrears. At our option, the fee paid to our non-executive directors can be paid through the issuance of new common shares and/or cash. In addition, the Chairmen of the Audit Committee, the Remuneration Committee and the Nomination Committee are paid an additional annual fee of GBP5,750 each. The following chart summarizes payments made to our non-executive directors for the year ended December 31, 2012.

	Cash payment				Stock payment
Non-executive director	Non-executive directors' fees		Committee Chairman fees		Fees paid in common shares (in number of common shares)
Sir Michael R. Jenkins(1)		GBP17,500		GBP5,750		3,020
Juan Cristóbal Pavez(2)		GBP17,500		—		3,020
Christian Weyer(3)		GBP17,500		GBP5,750		3,020
Peter Ryalls(4)		GBP17,500		GBP5,750		3,020
Carlos Gulisano		GBP35,000		—		—
Steven J. Quamme		GBP17,500		—		3,020

(1)    Audit Committee Chairman (until his death on March 31, 2013).

(2)    Remuneration Committee Chairman (since September 24, 2012).

(3)    Nomination Committee Chairman (until his resignation on April 15, 2013).

(4)   Remuneration Committee Chairman (until September 24, 2012).

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Pension and retirement benefits

We do not maintain any defined benefit pension plans or any other retirement programs for our employees or directors.

Performance-based employee long-term incentive program

We have established the Performance-Based Employee Long-Term Incentive Program in order to align the interests of our management, employees and key advisors with those of our shareholders. In November 2007, our shareholders voted to authorize the board of directors to use up to a maximum of 12% of our issued share capital for the purposes of the Performance-Based Employee Long-Term Incentive Program. The shareholders also authorized the board of directors to implement the Performance-Based Employee Long-Term Incentive Program and to determine specific conditions and broadly defined guidelines for the program.

IPO award program and executive stock option plan

On admission to the AIM, our executive directors, management and key employees received options to purchase common shares of the Company granted under the Executive Stock Options Plan. The options became fully vested in May 2008 and expired in May 2013.

The program included 896,834 common shares, of which 601,235 were issued and the remaining 295,599 will be issued prior to this offering.

Other common share awards to executive directors, management and key employees

The following table sets forth the other common share awards to our executive directors, management and key employees since 2008.

Number of underlying common shares awarded	% of issued common share capital	Grant date	Exercise price	Vesting date			Expiration date
976,211(1)	approximately 2.2	December 15, 2008	US$0.001		December 15, 2012		December 15, 2018
1,000,000(2)	approximately 2.0	December 15, 2010	US$0.001		December 15, 2014		December 15, 2020
500,000(3)	approximately 1.1	December 15, 2011	US$0.001		December 15, 2015		December 15, 2021
500,000	approximately 1.1	December 15, 2012	US$0.001		December 15, 2016	(4)	December 15, 2022
500,000(5)	approximately 1.1	June 30, 2013	US$0.001		December 31, 2015		December 31, 2019

(1)    Dr. Carlos Gulisano holds 100,000 of such awards.

(2)    As of June 30, 2013 there are 164,400 awards that will not vest due to the relevant employees having left the Company before the vesting date.

(3)    As of June 30, 2013 there are 5,000 awards that will not vest due to the relevant employees having left the Company before the vesting date.

(4)   Certain programs contemplate different vesting dates, in each case before December 15, 2016.

(5)    The common shares will be awarded under this program provided certain minimum financial and operational targets are met through 2015.

In addition to the awards described above under our Performance-Based Employee Long-Term Incentive Program, on August 31, 2011, we granted an aggregate award of 90,000 common shares at an exercise price of US$0.001 to certain of our former employees, of which 30,000 have already vested in 2012 and the remaining 60,000 will vest in September 2013. In addition, on November 23, 2012, we granted awards of common shares at an exercise price of US$0.001 to each of James F. Park (450,000 common shares) and Gerald E. O'Shaughnessy (270,000 common shares), in each case with a vesting date of November 23, 2015.

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Value Creation Plan

In July 2013, our remuneration committee established the "Value Creation Plan," or VCP, to give our executive officers and key management members the opportunity to share in a percentage of the value created for shareholders in excess of a pre-determined share price target at the end of a performance period. Under the VCP, if as of December 31, 2015, our share price (defined as the average trading price of our shares on the NYSE for the month of December 2015) exceeds US$13.66, VCP participants will receive an aggregate payment equal to 10% of the excess above the market capitalization threshold generated by this share price (assuming that the share capital of the Company has remained at the same level as applicable at the time of grant of the VCP: 43,495,585 shares). The award will be paid in shares under our Performance-Based Employee Long-Term Incentive Program. The award will vest 50% on December 31, 2015, and the remaining 50% on December 31, 2016. Notwithstanding the foregoing, the total number of shares granted pursuant to this plan shall not exceed 5% of the issued share capital of the Company. Additionally, the share price (and number of shares outstanding) used to calculate if the market capitalization threshold has been met is subject to adjustment for any stock splits.

Potential dilution resulting from Performance-Based Employee Long-Term Incentive Program

The percentage of total share capital that could be awarded to our executive directors, management and key employees under the Performance-Based Employee Long-Term Incentive Program would represent approximately 12% of our issued common shares. However, as of the date of this prospectus, we have awarded approximately 11.5% of our current total issued shared capital (not including common shares to be issued in this offering and also not including shares that may be issued under the VCP program). After giving effect to the common shares to be issued in this offering, we will have awarded approximately         % of our total issued share capital under the Performance-Based Employee Long-Term Incentive Program (not including shares that may be issued under the VCP program).

Employee benefit trust

Our directors, senior management and key employees who have received option awards or common share awards under our Performance-Based Employee Long-Term Incentive Program and our Executive Stock Option Plan authorize the Company to deposit any shares they have received under these programs in our Employee Benefit Trust. This trust is held to facilitate holdings and dispositions of those shares by the participants thereof. Under the terms of the trust, each participant is entitled to receive any dividends we may pay which correspond to their shares held by the trust, according to instructions sent by the Company to the trust administor. The trust provides that Mr. James F. Park is entitled to vote all the shares held in the trust.

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Share ownership

As of August 19, 2013, the most recent date for which information is available, members of our board of directors and our senior management held as a group 22,648,215 of our common shares and 52.06% of our outstanding share capital.

The following table shows the share ownership of each member of our board of directors and senior management as of August 19, 2013.

Shareholder	Common shares		Percentage of outstanding common shares
Gerald E. O'Shaughnessy(1)		7,533,907		17.32%
James F. Park(2)		7,150,769		16.44%
Steven J. Quamme(3)		4,982,843		11.45%
Juan Cristóbal Pavez(4)		2,169,812		4.99%
Carlos Gulisano		117,281		0.27%
Pedro Aylwin		111,431		0.26%
Peter Ryalls		41,133		0.09%
Juan Pablo Spoerer		*		*
Augusto Zubillaga		*		*
Gerardo Hinterwimmer		*		*
Salvador Harambour		*		*
Marcela Vaca		*		*
Dimas Coelho		*		*
Carlos Murut		*		*
Salvador Minniti		*		*
Jose Díaz		*		*
Horacio Fontana		*		*
Ruben Marconi		*		*
Agustina Wisky		*		*
Guillermo Portnoi		*		*
Andrés Ocampo		*		*
Pablo Ducci		*		*
Sub-total senior management ownership of less than 1%		541,039		1.24%
Total		22,648,215		52.06%

*      Indicates ownership of less than 1% of outstanding common shares.

(1)    Held directly and indirectly through GP Investments LLP, Vidacos Nominees Limited and Globe Resources Group Inc., all of which are controlled by Mr. O'Shaughnessy.

(2)    Held by Energy Holdings, LLC, which is controlled by James F. Park. The number of common shares held by Mr. Park does not reflect the 419,017 shares held as of August 19, 2013 in the employee benefit trust described under "—Compensation—Employee Benefit Trust." Although Mr. Park has voting rights with respect to all the shares held in the trust, Mr. Park disclaims beneficial ownership over those shares.

(3)    Held through various funds managed by Cartica Management, LLC, which is controlled by Mr. Steven Quamme, a member of our board of directors. The common shares reflected as being held by Mr. Quamme include 5,871 common shares held by him personally.

(4)   Held through Socoservin Overseas Ltd, which is controlled by Juan Cristóbal Pavez.

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Liability insurance

We maintain liability insurance coverage for all of our directors and officers, the level of which is reviewed annually.

Code of ethics

We have adopted a code of ethics applicable to the board of directors and all employees. Since its effective date on September 24, 2012, we have not waived compliance with or amended the code of ethics.

Corporate governance guidelines

We expect our board of directors to adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE applicable to foreign private issuers.

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Principal shareholders

As of the date of this prospectus, our authorized share capital consists of 5,171,949,000 common shares, par value US$0.001 per share. Each of our common shares entitles its holder to one vote. The following table presents the beneficial ownership of our common shares as of August 19, 2013.

Shareholder	Common shares		Percentage of outstanding common shares
Gerald E. O'Shaughnessy(1)		7,533,907		17.32%
James F. Park(2)		7,150,769		16.44%
Steven J. Quamme(3)		4,976,972		11.44%
IFC Equity Investments		3,456,594		7.95%
Moneda A.F.I.(4).		2,241,650		5.15%
Juan Cristóbal Pavez(5)		2,169,812		4.99%
Other shareholders		15,973,929		36.72%
Total		43,503,633		100.0%

(1)    Held directly and indirectly through GP Investments LLP, Vidacos Nominees Limited and Globe Resources Group Inc., all of which are controlled by Mr. O'Shaughnessy.

(2)    Held by Energy Holdings, LLC, which is controlled by James F. Park, a member of our Board of Directors. The number of common shares held by Mr. Park does not reflect the 419,017 common shares held as of August 19, 2013 in the employee benefit trust described under "Management—Compensation—Employee Benefit Trust." Although Mr. Park has voting rights with respect to all the common shares held in the trust, Mr. Park disclaims beneficial ownership over those common shares.

(3)    Held through various funds managed by Cartica Management, LLC, which is controlled by Mr. Steven J. Quamme, a member of our board of directors. In addition to the common shares reflected in this table, Mr. Quamme holds an additional 5,871 common shares in his personal name.

(4)   Held through various funds managed by Moneda A.F.I. (Administradora de Fondos de Inversión), an asset manager.

(5)    Held through Socoservin Overseas Ltd, which is controlled by Juan Cristóbal Pavez, a member of our board of directors.

The following table presents the beneficial ownership of our common shares following the offering assuming no exercise of the underwriters' over- allotment option.

Shareholder	Common shares	Percentage of outstanding common shares
Gerald E. O'Shaughnessy(1)
James F. Park(2)
Steven J. Quamme(3)
IFC Equity Investments
Pershing Keen, New Jersey (ND)
Moneda A.F.I.(4)
Juan Cristóbal Pavez(5)
Other shareholders
Total			100.0%

(1)    Held directly and indirectly through GP Investments LLP, Vidacos Nominees Limited and Globe Resources Group Inc., all of which are controlled by Mr. O'Shaughnessy.

(2)    Held by Energy Holdings, LLC, which is controlled by James F. Park, a member of our Board of Directors. The number of common shares held by Mr. Park does not reflect the 419,017 common shares held as of August 19, 2013 in the employee benefit trust described under "Management—Compensation—Employee Benefit Trust." Although Mr. Park has voting rights with respect to all the common shares held in the trust, Mr. Park disclaims beneficial ownership over those common shares.

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(3)    Held through various funds managed by Cartica Management, LLC, which is controlled by Mr. Steven J. Quamme, a member of our board of directors. In addition to the common shares reflected in this table, Mr. Quamme holds an additional 5,871 common shares in his personal name.

(4)   Held through various funds managed by Moneda A.F.I. (Administradora de Fondos de Inversión), an asset manager.

(5)    Held through Socoservin Overseas Ltd, which is controlled by Juan Cristóbal Pavez, a member of our board of directors.

The following table presents the beneficial ownership of our common shares following the offering, assuming full exercise of the overallotment options.

Shareholder	Common shares	Percentage of outstanding common shares
Gerald E. O'Shaughnessy(1)
James F. Park(2)
Steven J. Quamme(3)
IFC Equity Investments
Pershing Keen, New Jersey (ND)
Moneda A.F.I.(4).
Juan Cristóbal Pavez(5)
Other shareholders
Total			100.0%

(1)    Held directly and indirectly through GP Investments LLP, Vidacos Nominees Limited and Globe Resources Group Inc., all of which are controlled by Mr. O'Shaughnessy.

(2)    Held by Energy Holdings, LLC, which is controlled by James F. Park, a member of our Board of Directors. The number of common shares held by Mr. Park does not reflect the 419,017 common shares held as of August 19, 2013, in the employee benefit trust described under "Management—Compensation—Employee Benefit Trust." Although Mr. Park has voting rights with respect to all the common shares held in the trust, Mr. Park disclaims beneficial ownership over those common shares.

(3)    Held through various funds managed by Cartica Management, LLC, which is controlled by Mr. Steven J. Quamme, a member of our board of directors. In addition to the common shares reflected in this table, Mr. Quamme holds an additional 5,871 common shares in his personal name.

(4)   Held through various funds managed by Moneda A.F.I. (Administradora de Fondos de Inversión), an asset manager.

(5)    Held through Socoservin Overseas Ltd, which is controlled by Juan Cristóbal Pavez, a member of our board of directors.

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Certain relationships and related party transactions

We have entered into the following transactions with related parties:

LGI Chile Shareholders' Agreements

In 2010, we formed a strategic partnership with LGI to acquire and develop jointly upstream oil and gas projects in South America. In 2011, LGI acquired a 20% equity interest in GeoPark Chile and a 14% equity interest in GeoPark TdF, for a total consideration of US$148.0 million, plus additional equity funding of US$18.0 million through 2014. On May 20, 2011, in connection with LGI's investment in GeoPark Chile, we and LGI entered into the LGI Chile Shareholders' Agreements, setting forth our and LGI's respective rights and obligations in connection with LGI's investment in our Chilean oil and gas business. Specifically, the LGI Chile Shareholders' Agreements provide that the boards of each of GeoPark Chile and GeoPark TdF will consist of four directors; as long as LGI holds at least 5% of the voting shares of GeoPark Chile or GeoPark TdF, as applicable, LGI has the right to elect one director and such director's alternate, while the remaining directors, and alternates, are elected by us. Additionally, the agreements require the consent of LGI or its appointed director in order for GeoPark Chile or GeoPark TdF, as applicable, to be able to take certain actions, including, among others: making any decision to terminate or permanently or indefinitely suspend operations in or surrender our blocks in Chile (other than as required under the terms of the relevant CEOP for such blocks); selling our blocks in Chile to our affiliates; making any change to the dividend, voting or other rights that would give preference to or discriminate against the shareholders of these companies; entering into certain related party transactions; and creating a security interest over our blocks in Chile (other than in connection with a financing that benefits our Chilean subsidiaries). The LGI Chile Shareholders' Agreements also provide that: (i) if LGI or either Agencia or GeoPark Chile decides to sell its shares in GeoPark Chile or GeoPark TdF, as applicable, the transferring shareholder must make an offer to sell those shares to the other shareholder before selling them to a third party; and (ii) any sale to a third party is subject to tag along and drag along rights, and the non transferring shareholder has the right to object to a sale to the third party if it considers such third party to be not of a good reputation or one of our direct competitors. We and LGI also agreed to vote our shares or otherwise cause GeoPark Chile or GeoPark TdF, as applicable, to declare dividends only after allowing for retentions to meet anticipated future investments, costs and obligations. See "Business—Significant agreements—Agreements with LGI."

LGI Colombia Shareholders' Agreement

On December 18, 2012, we, Agencia, GeoPark Colombia and LGI entered into the LGI Colombia Shareholders' Agreement and a subscription share agreement, pursuant to which LGI acquired a 20% interest in GeoPark Colombia. The LGI Colombia Shareholders' Agreement provides that the board of GeoPark Colombia will consist of four directors; as long as LGI holds at least 14% of GeoPark Colombia, LGI has the right to elect one director and such director's alternate, while the remaining directors, and alternates, are elected by us. Additionally, the LGI Colombia Shareholders' Agreement requires the consent of LGI or the LGI appointed director for GeoPark Colombia to be able to take certain actions, including, among others: making any decision to terminate or permanently or indefinitely suspend operations in or surrender our blocks in Colombia (other than as required under the terms of the relevant concessions for such blocks); creating a security interest over our blocks in Colombia; approving of GeoPark Colombia's annual budget and work programs and the mechanisms for funding any such budget or program; entering into any borrowings other than those provided in an approved budget or incurred in the ordinary course of business to finance working capital needs; granting any guarantee or indemnity to secure liabilities of parties other than those of our Colombian subsidiaries; changing the dividend, voting or other rights that

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would give preference to or discriminate against the shareholders of GeoPark Colombia; entering into certain related party transactions; and disposing of any material assets other than those provided for in an approved budget and work program. The LGI Colombia Shareholders' Agreement also provides that: (i) if either we or LGI decide to sell our respective shares in GeoPark Colombia, the transferring shareholder must make an offer to sell those shares to the other shareholder before selling those shares to a third party; and (ii) any sale to a third party is subject to tag along and drag along rights, and the non transferring shareholder has the right to object to a sale to the third party if it considers such third party to be not of a good reputation or one of our direct competitors. We and LGI also agreed to vote our shares or otherwise cause GeoPark Colombia to declare dividends only after allowing for retentions for approved work programs and budgets, capital adequacy and tied surplus requirements of GeoPark Colombia, working capital requirements, banking covenants associated with any loan entered into by GeoPark Colombia or our other Colombian subsidiaries and operational requirements. See "Business—Significant agreements—Agreements with LGI."

LGI Stand-by Letters of Credit

In 2011, in connection with LGI's acquisition of a 20% equity interest in GeoPark Chile and a 14% equity interest in GeoPark TdF for US$148.0 million, LGI and GeoPark entered into an agreement for a total amount of US$101,43 million.

Pursuant to this agreement, LGI provided to GeoPark TdF stand by letter of credits for an amount of US$31.64 million, (corresponding to its pro rata share in GeoPark TdF), and for an additional amount of US$52.3 million (or the "additional amount"), resulting in an aggregate of US$84.0 million in stand-by letters of credit, or the LGI Stand-by Letters of Credit, to partially secure the US$101.4 million performance bond required by the Chilean government to guarantee GeoPark TdF's obligations with respect to the first period?s minimum work program under the Tierra del Fuego CEOPs. The remaining US$17.43 was provided by GeoPark. All costs and liabilities regarding the additional amount shall be paid by GeoPark.

The LGI Stand-by Letters of Credit initially expired on March 31, 2013, and were renewed until March 31, 2015, and the applicable interest rate is 1.5%. As of June 30, 2013, the aggregate outstanding amount under the LGI Stand-by Letters of Credit was US$52.3 million applicable for GeoPark share.

IFC subscription and shareholders' agreement

On February 7, 2006, and in order to finance the exploration, development and exploitation of our blocks in Chile and Argentina and the acquisition of additional exploration, development and exploitation blocks in South America, we, IFC and Gerald E. O'Shaughnessy and James F. Park, as Lead Investors, entered into the IFC Subscription and Shareholders' Agreement, pursuant to which IFC agreed to subscribe and pay for 2,507,161 of our common shares, representing approximately 10.5% of our then-outstanding common shares, at an aggregate subscription price of US$10.0 million (or approximately US$3.99 per common share).

We agreed, for so long as IFC is a shareholder in the company, among other things, to: ensure that our operations are in compliance with certain environmental and social guidelines; appoint and maintain a technically qualified individual to be responsible for the environmental and social management of our activities; maintain certain forms of insurance coverage, including coverage for public liability and director's and officer's liability reasonably acceptable to IFC, and in respect of certain of our operations; not undertake certain prohibited activities, and ensure that no prohibited payments are made by us or on our or the Lead Investors' behalf, in respect of our operations.

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We also agreed to provide to IFC: within 30 days of the end of the first half of the year, copies of our unaudited consolidated financial statements for the period (prepared under IFRS), a report on our capital expenditures for the period, a comprehensive report on the progress of the exploration, development and exploitation of our blocks in South America and a statement of all related party transactions during the period, with a certification by a company officer that these were on an arm's-length basis; within 90 days of the end of our fiscal year, copies of our audited consolidated financial statements for the year (prepared under IFRS), a management letter from our auditors in respect of our financial control procedures, accounting and management information systems and any litigation, an annual monitoring report confirming compliance with national or local requirements and the environmental and social requirements mandated by the agreement, a report indicating any payments in the year to any governmental authority in connection with the documents governing our Chilean and Argentine blocks and certificates of insurance, with a certificate of our insurer confirming that effectiveness of our policies and payment of all applicable premiums; within 45 days before each fiscal year begins, a proposed annual business plan and budget for the upcoming year; within 3 days after its occurrence, notification of any incident that had or may reasonably be expected to have an adverse effect on the environment, health or safety; copies of notices, reports or other communications between us and our board of directors or shareholders; and, within five days of receipt thereof, copies of any reports, correspondence, documentation or notices from any third party, governmental authority or state-owned company that could reasonably be expected to materially impact our operations. Mr. O'Shaughnessy and Mr. Park have also agreed to procure that shareholders holding 51% of our common shares cause us to comply with the covenants above.

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Description of share capital

The following description of certain provisions of our memorandum of association and bye-laws does not purport to be complete and is subject to, and qualified by reference to, all of the provisions of our memorandum of association and bye-laws, and the form of the New bye-laws which, subject to shareholder approval, will be adopted subject to and with effect on the date of our delisting from AIM.

General

We are an exempted company with limited liability incorporated under the laws of Bermuda. The rights of our shareholders will be governed by Bermuda law and by our memorandum of association and bye-laws. Bermuda company law differs in some material respects from the laws generally applicable to Delaware corporations. Below is a summary of some of those material differences.

Our current bye-laws contain provisions which are relevant for a company whose shares are listed on the AIM, including provisions that adopt certain provisions of the UK Takeover Code. Subject to approval by our shareholders, our New Bye-laws will be adopted subject to, and with effect on, the date of our delisting from AIM. The New Bye-laws do not include provisions that relate specifically to the UK Takeover Code. Where applicable, we have also described in the summary below modifications which have been made in the provisions of the New Bye-laws to the extent that such provisions differ from the position under our bye-laws applicable at the closing of this offering and/or Bermuda company law.

Because the following statements are summaries, they do not discuss all aspects of Bermuda law that may be relevant to us and to our shareholders.

Share capital and bye-laws applicable at the closing of this offering

Our authorized share capital consists of 5,171,949,000 common shares of par value US$0.001 per share. Upon completion of this offering, there will be                                         com mon shares outstanding. All of our issued and outstanding common shares will be fully paid and nonassessable. We also have an employee incentive program, pursuant to which we have granted share awards to our senior management and certain key employees. See "Management."

The Bermuda Companies Act confers no automatic pre-emption rights that attach to the share capital of the company but our bye-laws generally confer the right of pre-emption on shareholders in respect of the allotment of shares or securities convertible into shares (other than shares allotted to any Employee Share Scheme). Such pre-emption rights can be dis-applied with the authority of a resolution passed by a majority of the shareholders who hold not less than 65% of the shares (being entitled to do so) vote in person or by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, which we refer to in the bye-laws as a "Special Resolution". The New Bye-laws do not contain such preemptive rights.

Our bye-laws provide that the special rights attached to any class of shares of the company can be varied with the authority of a resolution passed by a majority of shareholders who hold not less than 65% of the issued shares of that class, with a quorum of two or more persons holding or representing by proxy 20% of the issued shares of such class (provided however that if the company or the class has only one shareholder, one shareholder present in person or proxy will constitute the necessary quorum). Unless otherwise expressly provided in the rights attaching to or the terms of issue of a particular class of shares, rights are not deemed to be altered by the creation of further shares ranking pari passu with such class of

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shares, the creation or issue for full value of further shares ranking as regards participation in the profits or assets of the company or otherwise in priority to the shares and/or the purchase or redemption by the company of any of its own shares. The New Bye-laws contain similar provisions.

Our bye-laws do not impose any limitations on the types of rights, which can be attached to any class of shares. The New Bye-laws give our board of directors the power to issue any unissued shares of the company on such terms and conditions as it may determine, subject to the terms of the New Bye-laws and any resolution of the shareholders to the contrary.

Common shares

Holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Subject to preferences that may be applicable to any issued and outstanding preference shares, holders of common shares are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. Save for the right of pre-emption on shareholders in respect of the allotment of shares or securities convertible into shares described above, holders of common shares have no redemption, sinking fund, conversion, exchange or other subscription rights. In the event of our liquidation, the holders of common shares are entitled to share equally and ratably in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.

Board composition

Our bye-laws provide that our board of directors will determine the size of the board, provided that it shall be not be composed of fewer than three directors. Our board of directors currently consists of eight directors.

Election and removal of directors

Although our bye-laws provide that our directors shall be elected for three-year terms, and that one-third of our directors stands for re-election every year, since 2006, we have adopted the policy of nominating our directors up for re-election each year, notwithstanding the fact that there are staggered, three-year appointments in place. All directors will be up for election each year at our annual general meeting of shareholders. The election of our directors will be determined by a majority of the votes cast at the general meeting of shareholders at which the directors are to be elected. The New Bye-laws preserve the staggered board provisions until the annual general meeting following the listing of the common shares on the NYSE. From and after the date of such annual general meeting, our directors shall hold office for such term as the shareholders shall determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. Directors whose office has expired may offer themselves for re-election at each election of the directors.

Under our bye-laws, a director may be removed by the affirmative vote of a majority of the issued and outstanding shares entitled to vote. Notice of the meeting convened for the purpose of removing the director containing a statement of the intention to do so, must be served on such director not less than 28 days before the meeting. Under the New Bye-laws, a director may be removed by a resolution adopted by 65% or more of the votes cast by shareholders who are entitled to vote. Notice convened for the purpose of removing the director, containing a statement of the intention to do so, must be served on such director not less than 14 days before the meeting.

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Any vacancy created by the removal of a director at a special general meeting may be filled at that meeting by the election of another director in his or her place or, in the absence of any such election, by the board of directors. Any other vacancy, including a newly created directorship, may be filled by our board of directors.

Proceedings of board of directors

Our bye-laws provide that our business shall be managed by or under the direction of our board of directors. Our board of directors may act by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present. The directors shall fix the quorum necessary for the transaction of business and, unless fixed at any other number, two directors shall constitute a quorum. Under the New Bye-laws, the quorum necessary for the transaction of business at meetings of the board of directors shall be the presence of a majority of the board of directors from time to time.

Duties of directors

Under Bermuda common law, members of a board of directors owe a fiduciary duty to the Company to act in good faith in their dealings with or on behalf of the company, and to exercise their powers and fulfill the duties of their office honestly. This duty has the following essential elements: (1) a duty to act in good faith in the best interests of the company; (2) a duty not to make a personal profit from opportunities that arise from the office of director; (3) a duty to avoid conflicts of interest; and (4) a duty to exercise powers for the purpose for which such powers were intended. The Bermuda Companies Act also imposes a duty on directors of a Bermuda company, to act honestly and in good faith, with a view to the best interests of the company, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, the Bermuda Companies Act imposes various duties on directors with respect to certain matters of management and administration of the company.

The Bermuda Companies Act provides that in any proceedings for negligence, default, breach of duty or breach of trust against any director, if it appears to a court that such officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from any liability on such terms as the court may think fit. This provision has been interpreted to apply only to actions brought by or on behalf of the company against the directors.

By comparison, under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a duty of care and a duty of loyalty. The duty of care requires that directors act in an informed and deliberate manner and to inform themselves, prior to making a business decision, of all relevant material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing the conduct of corporate employees. The duty of loyalty is the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders. A party challenging the propriety of a decision of a board of directors bears the burden of rebutting the presumptions afforded to directors by the "business judgment rule." If the presumption is not rebutted, the business judgment rule attaches to protect the directors and their decisions. Where, however, the presumption is rebutted, the directors bear the burden of demonstrating the fairness of the relevant transaction. Notwithstanding the foregoing, Delaware courts subject directors' conduct to

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enhanced scrutiny in respect of defensive actions taken in response to a threat to corporate control and approval of a transaction resulting in a sale of control of the corporation.

Interested directors

Pursuant to our bye-laws, a director shall declare the nature of his interest in any contract or arrangement with the company as required by the Bermuda Companies Act. A director so interested shall not, except in particular circumstances set out in our bye-laws, be entitled to vote or be counted in the quorum at a meeting in relation to any resolution in which he has an interest, which is to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the company). This is also the position under the New Bye-laws. In addition, the director will not be liable to us for any profit realized from the transaction. In contrast, under Delaware law, such a contract or arrangement is voidable unless it is approved by a majority of disinterested directors or by a vote of shareholders, in each case if the material facts as to the interested director's relationship or interests are disclosed or are known to the disinterested directors or shareholders, or such contract or arrangement is fair to the corporation as of the time it is approved or ratified. Additionally, such interested director could be held liable for a transaction in which such director derived an improper personal benefit.

Indemnification of directors and officers

Bermuda law provides generally that a Bermuda company may indemnify its directors and officers against any loss arising from or liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust except in cases where such liability arises from fraud or dishonesty of which such director or officer may be guilty in relation to the company.

Our bye-laws provide that we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty, and (by incorporation of the provisions of the Bermuda Companies Act) that we may advance monies to our officers and directors for costs, charges and expenses incurred by our officers and directors in defending any civil or criminal proceeding against them on the condition that the officers and directors repay the monies if any allegation of fraud or dishonesty is proved against them. Our bye-laws provide that the company and the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company's directors or officers for any act or failure to act in the performance of such director's or officer's duties, except in respect of any fraud or dishonesty. The New Bye-laws also include similar provisions.

Meetings of shareholders

Under Bermuda law, a company is required to convene the annual general meeting of shareholders each calendar year, unless the shareholders in a general meeting, elect to dispense with the holding of annual general meetings. Under Bermuda law and our bye-laws, a special general meeting of shareholders may be called by the board of directors or the chairman and may be called upon the requisition of shareholders holding not less than 10% of the paid-up capital of the company carrying the right to vote at general meetings of shareholders. This is also the position under the New Bye-laws.

Our bye-laws provide that, at any general meeting of shareholders, the presence in person or by proxy of at least two shareholders shall constitute a quorum for the transaction of business unless the company only has one shareholder, in which case such shareholder shall constitute a quorum. Unless otherwise

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required by law or by our bye-laws, shareholder action requires the affirmative vote of a majority of the issued and outstanding shares voting at a general meeting at which a quorum is present.

Under the New Bye-laws, at any general meeting of the shareholders, the presence in person or by proxy of two or more shareholders representing in excess of 50% of the total issued voting shares of the company shall constitute a quorum for the transaction of business unless the company only has one shareholder, in which case such shareholder shall constitute a quorum. Unless otherwise required by law or by the New Bye-laws, shareholder action requires a resolution adopted by a majority of votes cast by shareholders at a general meeting at which a quorum is present.

Shareholder proposals

Under Bermuda law, shareholders holding at least 5% of the total voting rights of all the shareholders having at the date of the requisition a right to vote at the meeting to which the requisition relates or any group composed of at least 100 or more shareholders may require a proposal to be submitted to an annual general meeting of shareholders. Under our bye-laws, any shareholders wishing to nominate a person for election as a director or propose business to be transacted at a meeting of shareholders must provide (among other things) advance notice, as set out in our bye-laws. Shareholders may only propose a person for election as a director at an annual general meeting. The New Bye-laws include similar provisions.

Shareholder action by written consent

Our bye-laws provide that, except for the removal of auditors and directors, any actions which shareholders may take at a general meeting of shareholders may be taken by the shareholders through the unanimous written consent of the shareholders who would be entitled to vote on the matter at the general meeting. This is also the position under the New Bye-laws.

Amendment of memorandum of association and bye-laws

Our memorandum of association may be amended with the approval of a majority of our board of directors and a simple majority of votes cast by shareholders owning the issued and outstanding shares entitled to vote. Our bye-laws may be amended with the approval of a majority of our board of directors and by Special Resolution. Once adopted, the New Bye-laws may be amended with the approval of a majority of our board of directors and by a resolution by a majority of the votes cast by shareholders who (being entitled to do so) vote in person or by proxy at any general meeting of the shareholders in accordance with the provisions of the New Bye-laws.

Business combinations

A Bermuda company may engage in a business combination pursuant to a tender offer, amalgamation, merger or sale of assets. The amalgamation or merger of a Bermuda company with another company generally requires the amalgamation or merger agreement to be approved by the company's board of directors and by its shareholders. Shareholder approval is not required where (a) a holding company and one or more of its wholly-owned subsidiary companies amalgamate or merge or (b) two or more wholly-owned subsidiary companies of the same holding company amalgamate or merge. Under the Bermuda Companies Act (save for such "short-form amalgamations"), unless a company's bye-laws provide otherwise, the approval of 75% of the shareholders voting at a meeting is required to approve the amalgamation or merger agreement, and the quorum for such meeting must be two persons holding or

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representing more than one-third of the issued shares of the company. Our bye-laws provide that an amalgamation must be approved by our board of directors and by a Special Resolution. Our bye-laws do not contain provisions relating to mergers and a merger would therefore require the approval of 75% of shareholders voting at the meeting, as required by the Bermuda Companies Act. Under the New Bye-laws, an amalgamation or merger will require the approval of our board of directors and of our shareholders by a resolution adopted by 65% or more of the votes cast by shareholders who (being entitled to do so) vote in person or by proxy at any general meeting of the shareholders in accordance with the provisions of the New Bye-laws. Under Bermuda law, in the event of an amalgamation or merger of a Bermuda company with another company or corporation, a shareholder who is not satisfied that fair value has been offered for such shareholder's shares may, within month of the notice of the shareholders meeting, apply to the Supreme Court of Bermuda to appraise the value of those shares.

Under the Bermuda Companies Act, we are not required to seek the approval of our shareholders for the sale of all or substantially all of our assets. However, Bermuda courts will view decisions of the English courts as highly persuasive and English authorities suggest that such sales do require shareholder approval. Our bye-laws provide that, subject to the Bermuda Companies Act, our bye-laws and to any directions by the Company in general meeting, the directors shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the company and may exercise all the powers of the Company including, but not by way of limitation, the power to borrow money and to mortgage or charge all or any part of the undertaking property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or any other persons. This is also the position under the New Bye-laws.

Under Bermuda law, where an offer is made for shares of a company and, within four months of the offer, the holders of not less than 90% of the shares not owned by the offeror, its subsidiaries or their nominees accept such offer, the offeror may by notice require the non-tendering shareholders to transfer their shares on the terms of the offer. Dissenting shareholders do not have express appraisal rights but are entitled to seek relief (within one month of the compulsory acquisition notice) from the court, which has power to make such orders as it thinks fit. Additionally, where one or more parties hold not less than 95% of the shares of a company, such parties may, pursuant to a notice given to the remaining shareholders, acquire the shares of such remaining shareholders. Dissenting shareholders have a right to apply to the court for appraisal of the value of their shares within one month of the compulsory acquisition notice. If a dissenting shareholder is successful in obtaining a higher valuation, that valuation must be paid to all shareholders being squeezed out.

Dividends and repurchase of shares

Pursuant to our bye-laws and the New Bye-laws, our board of directors has the authority to declare dividends and authorize the repurchase of shares subject to applicable law. Under Bermuda law, a company may not declare or pay a dividend if there are reasonable grounds for believing that the company is, or would after the payment be, unable to pay its liabilities as they become due or the realizable value of its assets would thereby be less than its liabilities. Under Bermuda law, a company cannot purchase its own shares if there are reasonable grounds for believing that the company is, or after the repurchase would be, unable to pay its liabilities as they become due.

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Shareholder suits

Class actions and derivative actions are generally not available to shareholders under Bermuda law. The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, or would result in the violation of the company's memorandum of association or bye-laws. Furthermore, consideration would be given by a Bermuda court to acts that are alleged to constitute a fraud against the minority shareholders or where an act requires the approval of a greater percentage of the company's shareholders than that which actually approved it.

When the affairs of a company are being conducted in a manner which is oppressive or prejudicial to the interests of some part of the shareholders, one or more shareholders may apply under the Bermuda Companies Act for an order of the Supreme Court of Bermuda, which may make such order as it sees fit, including an order regulating the conduct of the company's affairs in the future or ordering the purchase of the shares of any shareholders by other shareholders or by the company.

Access to books and records and dissemination of information

Members of the general public have a right to inspect the public documents of a company available at the office of the Registrar of Companies in Bermuda. These documents include the company's memorandum of association and any amendments thereto. The shareholders have the additional right to inspect the bye-laws of the company, minutes of general meetings of shareholders and the company's audited financial statements. The company's audited financial statements must be presented at the annual general meeting of shareholders, unless the board and all the shareholders agree to the waiving of the audited financials. The company's share register is open to inspection by shareholders and by members of the general public without charge. A company is required to maintain its share register in Bermuda but may, subject to the provisions of the Bermuda Companies Act, establish a branch register outside of Bermuda. Bermuda law does not, however, provide a general right for shareholders to inspect or obtain copies of any other corporate records.

Registrar or transfer agent

A register of holders of the common shares will be maintained by Coson Corporate Services Ltd. in Bermuda, and a branch register will be maintained in the United States by                                         , who will serve as branch registrar and transfer agent.

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Common shares eligible for future sale

Upon completion of this offering, our issued and outstanding share capital will consist of                           common shares, assuming no exercise of the underwriters' over-allotment option. All of our common shares sold in this offering will be freely transferable by persons other than our "affiliates" (as that term is defined in Rule 144 under the Securities Act) without restriction or further registration under the Securities Act. The remaining common shares are "restricted securities" under Rule 144. Substantially all of these restricted securities will be subject to the provisions of the lock-up agreements referred to below.

Future sales of substantial amounts of our common shares in the public market could adversely affect prevailing market prices of our common shares. Our common shares are currently admitted for trading on the AIM under the symbol "GPK." We intend to cancel admission of our common shares to the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE. While we intend to apply to list our common shares on the NYSE under the symbol "GPRK," a regular trading market may not develop in our common shares.

For a description of our stock award plans, see "Management."

Lock-up agreements

We and our directors, executive officers and certain of our significant shareholders intend to enter into lock-up agreements with J.P. Morgan Securities LLC, pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC, who shall provide prior notice to the other underwriters, subject to certain exceptions: (1) issue (applicable to us only), offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the SEC or any other securities regulatory authority a registration statement or similar application under the Securities Act or any other securities law relating to, any of our common shares or any securities convertible into or exercisable or exchangeable for our common shares (including without limitation, our common shares or such other securities which may be deemed to be beneficially owned by such person in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common shares or any such other securities, whether any such transaction described in clause (1) or (2) is to be settled by delivery of our common shares or such other securities, in cash or otherwise; or (3) make any demand for or exercise any right with respect to the registration of our common shares or any security convertible into or exercisable or exchangeable for our common shares (applicable to our directors, executive officers and certain of our significant shareholders only). J.P. Morgan Securities LLC has advised us that it has no present intention or arrangement to release any of the securities subject to a lock-up agreement and any future request for such a release will be considered in light of the particular circumstances surrounding the request. See "Underwriting—Lock-up agreements."

Rule 144

In general, under Rule 144 under the Securities Act, as in effect as of the date of prospectus, beginning 90 days after the date of this prospectus, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act,

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subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our issued common shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

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1% of the number of our issued common shares, which will equal approximately                           shares immediately after this offering; and

•

the average weekly trading volume of our common shares on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC with respect to such sale.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchase our common shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell such common shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144.

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Certain tax considerations

Bermuda tax considerations

At the date of this prospectus, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our common shares. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to our common shares, debentures or other obligations except insofar as such tax applies to persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. We pay annual Bermuda government fees.

Material U.S. federal income tax considerations

The following is a description of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of owning and disposing of our common shares. This discussion is not a comprehensive description of all tax considerations that may be relevant to a particular person's decision to acquire our common shares. This discussion applies only to a U.S. Holder that holds our common shares as capital assets for tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of the U.S. Holder's particular circumstances, including alternative minimum tax and Medicare contribution tax consequences and differing tax consequences applicable to a U.S. Holder subject to special rules, such as:

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a financial institution;

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a dealer or trader in securities;

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a person holding common shares as part of a straddle, wash sale or conversion transaction or entering into a constructive sale with respect to the common shares;

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a person whose functional currency is not the U.S. dollar;

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a partnership for U.S. federal income tax purposes;

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a tax-exempt entity, including an "individual retirement account" or "Roth IRA;"

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a person that owns or is deemed to own 10% or more of our voting stock; or

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a person holding common shares in connection with a trade or business conducted outside of the United States.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. Partnerships holding common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of their investment in our common shares.

This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, and final, temporary and proposed Treasury regulations, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. U.S. Holders should consult

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their tax advisers concerning the U.S. federal, state, local and foreign tax consequences of owning and disposing of our common shares in their particular circumstances.

A "U.S. Holder" is a beneficial owner of our common shares for U.S. federal income tax purposes that is:

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a citizen or individual resident of the United States;

•

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

•

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

This discussion assumes that we are not, and will not become, a passive foreign investment company, as described below.

Taxation of distributions

Distributions paid on our common shares will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions will generally be reported to U.S. Holders as dividends. Dividends paid by qualified foreign corporations to certain non-corporate U.S. Holders may be taxable at favorable rates. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States, such as the New York Stock Exchange, where we intend to apply to list the our common shares for trading. Non-corporate U.S. Holders should consult their tax advisers to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

A dividend generally will be included in a U.S. Holder's income when received, will be treated as foreign-source income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code with respect to dividends paid by domestic corporations.

Sale or other taxable disposition of common shares

Subject to the passive foreign investment company rules described below, gain or loss realized on the sale or other taxable disposition of our common shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held our common shares for more than one year. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations. The amount of the gain or loss will equal the difference between the U.S. Holder's tax basis in the common shares disposed of and the amount realized on the disposition. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Passive foreign investment company rules

We believe that we were not a "passive foreign investment company," or a PFIC, for U.S. federal income tax purposes for 2012, and we do not expect to be a PFIC in the foreseeable future. However, because the composition of our income and assets will vary over time, there can be no assurance that we will not be a PFIC for any taxable year. The determination of whether we are a PFIC is made annually and is based upon the composition of our income and assets (including the income and assets of, among others, entities in which we hold at least a 25% interest), and the nature of our activities.

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If we were a PFIC for any taxable year during which a U.S. Holder held our common shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of our common shares would generally be allocated ratably over the U.S. Holder's holding period for the common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations for that year, as appropriate, and an interest charge would be imposed. Further, to the extent that any distribution received by a U.S. Holder on its common shares exceeds 125% of the average of the annual distributions on the shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, as described immediately above. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of our common shares. U.S. Holders should consult their tax advisers to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments would be in their particular circumstances.

Information reporting and backup withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and may be subject to backup withholding unless (1) the U.S. Holder is a corporation or other exempt recipient or (2) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder's U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Chilean Tax on Transfers of Shares

In September 2012, Article 10 of the Chilean Income Tax Law Decree Law No. 824 of 1974, or the indirect transfer rules, were enacted, and impose taxes on the indirect transfer of shares, equity rights, interests or other rights in the equity, control or profits of a Chilean entity as well as transfers of other assets and property of permanent establishments or other businesses in Chile, or the Chilean Assets.

The indirect transfer rules apply to sales of shares of an entity:

•

If such entity is an offshore holding company located in a black-listed tax haven jurisdiction as determined by Chilean tax law, or a black-listed jurisdiction, (such as Bermuda) that holds Chilean Assets; and either a Chilean resident holds 5% or more of such entity, or such entity's rights to equity, control or profits, or 50% or more of such entity's rights to equity or profits are held by residents in black-listed jurisdictions; or

•

the shares or rights transferred represent 10% or more of the offshore holding company (considering dispositions by related persons and over the preceding 12-month period) and the underlying Chilean Assets indirectly transferred, in the proportion indirectly owned by the seller, (a) are valued in an amount equal to or higher than UTA 210,000 (approximately US$200 million) (adjusted by the Chilean inflation unit of reference) or (b) represent 20% or more of the market value of the interest held by such seller in such offshore holding company.

As a result of these rules, a capital gain tax of 35% will be applied by the Chilean tax authorities to the sale of any of our shares if either of the above alternative are met.

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As of June 30, 2013, our Chilean Assets represented more than UTA 210,000 and represent more than 20% of our market value.

The 35% rate is calculated pursuant to one of the following methods, as determined by the seller:

•

the sale price of the shares minus the acquisition cost of such shares, multiplied by the percentage or proportion of the part of the underlying Chilean Assets' fair market value (which assets are deemed to be "indirectly transferred" by virtue of the sale of shares) to the fair market value of the shares of the seller; or

•

the portion of the sales price of the shares equal to the proportion of the fair market value of the underlying Chilean Assets, minus the corresponding proportion in the tax cost of such Chilean Assets for the corresponding holding entity.

However, the seller may opt to be taxed as if the underlying Chilean Assets had been sold directly in which case a different set of tax rules may apply.

The tax is payable by the seller of the shares; however, if the seller fails to declare and pay this tax, the Chilean tax authority (Servicio de Impuestos Internos) may charge such tax directly to the buyer. In addition, the Chilean tax authority may require us, the seller, the buyer, or its representative in Chile, to file an affidavit with the information necessary to assess this tax.

Immediately following the closing of the offering, based on information available to us, we do not expect (i) any Chilean resident will hold 5% or more of our rights to equity, control or profits; or (ii) residents in black-listed jurisdictions will hold 50% or more of our rights to equity, control or profits. Therefore, based on our current expectations, we do not believe the indirect transfer rules will apply to transfers of our shares immediately following the closing of the offering, unless the shares or rights transferred represent 10% or more of the company and the other conditions described above are met (considering dispositions by related persons and over the preceding 12-month period).

However, there can be no assurance that, at the closing or at any time following closing, a Chilean resident will not hold 5% or more of our rights to equity, control or profits or that residents in black-listed jurisdictions will not hold 50% or more of our rights to equity, control or profits. If this were to occur, all sales of our common shares would be subject to the indirect transfer tax referred to above.

Our expectations regarding the indirect transfer rules are based on our understandings, analysis and interpretation of these enacted indirect transfer rules, which are subject to additional interpretation and rule-making by the Chilean authorities. As such, there is uncertainty relating to the application by Chilean authorities of the indirect transfer rules on us.

See "Risk Factors—The transfer of our common shares may be subject to capital gains taxes pursuant to recently-enacted indirect transfer rules in Chile."

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Underwriting

Subject to the terms and subject to the conditions contained in an underwriting agreement dated                                          , 2013, among us and the underwriters, we have agreed to sell to the underwriters named below, and each of the underwriters has agreed, severally and not jointly, to purchase from us, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of our common shares listed next to its name in the following table:

Underwriter	Number of common shares
J.P. Morgan Securities LLC
Banco BTG Pactual S.A.—Cayman Branch(1)
Itau BBA USA Securities Inc.
Total

(1)    Banco BTG Pactual S.A.—Cayman Branch is not a broker-dealer registered with the SEC and therefore may not make sales of our common shares in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that Banco BTG Pactual S.A.—Cayman Branch intends to effect sales of our common shares in the United States, it will do so only through BTG Pactual US Capital LLC or one or more U.S. registered broker-dealers, or otherwise as permitted by applicable U.S. law.

The underwriters are committed to purchase all of the common shares offered by us if they purchase any common shares. The underwriting agreement provides that if an underwriter defaults on its obligation to purchase its share of our common shares being offered hereby, we or the non-defaulting underwriters may arrange for the purchase of such common shares by other persons satisfactory to us on the terms contained in the underwriting agreement, the purchase commitments of non-defaulting underwriters may be increased or this offering may be terminated. The underwriting agreement also provides that the obligation of the underwriters to place the common shares is subject to, among other conditions, the absence of any material adverse change in our business or prospects, the delivery of certain certificates, letter and legal opinions from us, our counsel and the independent auditors.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of our common shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated to underwriters and selling group members that may make internet distributions on the same basis as other allocations.

Over-allotment option

We have granted the underwriters an option, exercisable at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this prospectus, upon written notice from J.P. Morgan Securities LLC to us, with a copy to the other underwriters, to purchase up to                            additional common shares, at the public offering price less an amount per common share equal to any dividends or distributions, if any, declared by us and payable on our common shares but not payable on these additional common shares, to cover over-allotments, if any, provided that the decision to over-allocate the common shares is made jointly by the underwriters at the time the price per common share is determined. If any additional common shares are to be purchased with this over-allotment option, the underwriters will purchase such additional common shares in approximately the same proportion as shown in the table above. If any additional common shares are purchased, the underwriters will offer the additional common shares on the same terms as those on which the common shares are being offered.

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Underwriting discounts and commissions

The underwriters propose to offer our common shares directly to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of US$              per common share. Any such dealers may resell common shares to certain other brokers or dealers at a discount of up to US$              per common share from the public offering price. After the public offering price of our common shares, the offering price and other selling terms may be changed by the underwriters. Sales of common shares made outside of the United States may be made by affiliates of the underwriters. After the public offering, the offering price and other selling terms may be changed. The offering of our common shares by the underwriters is subject to their receipt and acceptance of, and is also subject to their and our right to reject, any order in whole or in part.

The underwriting fee in connection with the offering of our common shares is equal to the public offering price per common shares less the amount paid by the underwriters to us. The underwriting fee is US$              per common share. The following table shows the per common share and total underwriting discounts and commissions to be paid to the underwriters in this offering assuming both no exercise and full exercise of the over-allotment option.

Underwriting discounts and commissions	Without over- allotment exercise	With full over- allotment exercise
Per common share	US$	US$
Total	US$	US$

We estimate that the total expenses of this offering, including taxes, registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately US$              .

Lock-up agreements

We and our directors, executive officers and certain of our significant shareholders intend to enter into lock-up agreements with J.P. Morgan Securities LLC, prior to the commencement of this offering pursuant to which each of these persons or entities, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC: (1) issue (applicable to us only), offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or file with the SEC or any other securities regulatory authority a registration statement or similar application under the Securities Act or any other securities law relating to, any of our common shares or any securities convertible into or exercisable or exchangeable for our common shares (including without limitation, our common shares or such other securities which may be deemed to be beneficially owned by such person in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our common shares or any such other securities, whether any such transaction described in clause (1) or (2) is to be settled by delivery of our common shares or such other securities, in cash or otherwise; or (3) make any demand for or exercise any right with respect to the registration of our common shares or any security convertible into or exercisable or exchangeable for our common shares (applicable to our directors, executive officers and certain of our significant shareholders only). These restrictions do not

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apply to: (A) our common shares to be sold pursuant to this offering; or (B) any common shares we issue upon the exercise of options granted pursuant to our stock-based compensation plans.

Notwithstanding the foregoing, if: (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions described above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

J.P. Morgan Securities LLC, in their sole discretion, may release our common shares subject to the lock-up agreements described above in whole or in part at any time. However, J.P. Morgan Securities LLC has advised us that it has no present intention or arrangement to release any of the securities subject to a lock-up agreement and any future request for such a release will be considered in light of the particular circumstances surrounding the request.

Indemnification

We have agreed to indemnify and hold harmless the underwriters and their affiliates, directors and officers against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.

Price stabilization and short positions

In connection with this offering, the underwriters, through J.P. Morgan Securities LLC, acting as the stabilization agent, may engage in stabilizing transactions, which involves making bids for, purchasing and selling our common shares in the open market for the purpose of preventing or retarding a decline in the market price of our common shares while this offering is in progress. These stabilizing transactions may include making short sales of our common shares, which involves the sale by the stabilization agent of a greater number of our common shares than the underwriters are required to purchase in this offering, and purchasing our common shares in the open market to cover positions created by short sales. Short sales may be "covered" shorts, which are short positions in an amount not greater than the over-allotment option referred to above, or may be "naked" shorts, which are short positions in excess of that amount. The stabilization agent may close out any covered short position either by exercising its over-allotment option, in whole or in part, or by purchasing our common shares in the open market. In making this determination, the stabilization agent will consider, among other things, the price of our common shares available for purchase in the open market compared to the price at which the stabilization agent may purchase our common shares through the over-allotment option. A naked short position is more likely to be created if the stabilization agent is concerned that there may be downward pressure on the price of our common shares in the open market that could adversely affect investors who purchase in the offering. To the extent that the stabilization agent creates a naked short position, it will purchase our common shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act, the stabilization agent may also engage in other activities that stabilize, maintain or otherwise affect the price of our common shares, including the imposition of penalty bids. This means that if the stabilization agent purchases our common shares in the open market in stabilizing transactions or to cover short sales, the stabilization agent may be required to sell those common shares as part of the offering or to repay the underwriting discount received by the stabilization agent.

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These activities may have the effect of raising or maintaining the market price of our common shares or preventing or retarding a decline in the market price of our common shares, and, as a result, the price of our common shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NYSE, in the over-the-counter market or otherwise.

Listing

We intend to apply to list our common shares on the NYSE under the symbol "GPRK." Prior to this offering, our common shares have traded, and immediately subsequent to this offering will continue to trade, on the AIM under the symbol "GPK" and on the Santiago Offshore Stock Exchange under the symbol "GPK." We intend to cancel admission of our common shares to the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE.

Trading market

Prior to this offering, there has been no public market in the United States for our common shares. The public offering price will be determined by negotiations between us and the underwriters. In determining the public offering price, we and the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the underwriters;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

The price of our common shares on the AIM and the Santiago Offshore Stock Exchange during recent periods may also be considered in determining the public offering price. It should be noted, however, that historically there has been a limited volume of trading in our common shares on the AIM and the Santiago Offshore Stock Exchange. We intend to cancel admission of our common shares to the AIM and the Santiago Offshore Stock Exchange following the listing of our common shares on the NYSE.

Neither we nor the underwriters can assure investors that an active trading market on the NYSE will develop for our common shares or that such common shares will trade on the NYSE at or above the public offering price.

Other relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain

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commercial banking, financial advisory, investment banking and other services, including but not limited to credit facilities, for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

The underwriters and/or their respective affiliates may also enter into derivative transactions in connection with our common shares, acting at the order and for the account of their clients. The underwriters and/or their affiliates may also purchase some of our common shares offered hereby to hedge their risk exposure in connection with these transactions. Such transactions may have an effect on demand, price or other terms of this offering without, however, creating an artificial demand during this offering.

Selling restrictions

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the common shares offered by this prospectus in any jurisdiction where action for that purpose is required. The common shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such common shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any common shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

United Kingdom

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or the Order, or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49 (2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Our common shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Member States of the European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), from and including the date on which the European Union Prospectus Directive, or the EU Prospectus Directive, is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of our common shares described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the common shares, which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that it may, with

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effect from and including the Relevant Implementation Date, make an offer of such securities to the public in that Relevant Member State at any time:

•

to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

•

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or

•

in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common shares, to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State. The expression "2010 PD Amending Directive" means Directive 2010/73/EU.

France

No common shares have been offered or sold or will be offered or sold, directly or indirectly, to the public in France, except to permitted investors, or Permitted Investors, consisting of persons licensed to provide the investment service of portfolio management for the account of third parties, qualified investors (investisseurs qualifiés) acting for their own account and/or corporate investors meeting one of the four criteria provided in Article 1 of Decree No. 2004-1019 of September 28, 2004 and belonging to a "limited circle of investors" (cercle restreint d'investisseurs) acting for their own account with "qualified investors" and "limited circle of investors" having the meaning ascribed to them in Article L. 411-2 of the French Code Monétaire et Financier and applicable regulations thereunder; and the direct or indirect resale to the public in France of any of our common shares acquired by any Permitted Investors may be made only as provided by Articles L. 412-1 and L. 621-8 of the French Code Monétaire et Financier and applicable regulations thereunder. None of this prospectus or any other materials related to the offering or information contained herein or therein relating to our common shares has been released, issued or distributed to the public in France except to qualified investors (investisseurs qualifiés) and/or to a limited circle of investors (cercle restreint d'investisseurs) mentioned above.

Germany

Our common shares will not be offered, sold or publicly promoted or advertised in the Federal Republic of Germany other than in compliance with the German Securities Prospectus Act (Gesetz uber die Erstellung, Billigung und Veroffentlichung des Prospekts, der beim offentlicken Angebot von Wertpapieren oder bei der Zulassung von Wertpapieren zum Handel an einem organisierten Markt zu veroffenlichen ist—Wertpapierprospektgesetz) as of June 22, 2005, effective as of July 1, 2005, as amended, or any other laws and regulations applicable in the Federal Republic of Germany governing the issue, offering and sale of securities. No selling prospectus (Verkaufsprospeckt) within the meaning of the German Securities Selling

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Prospectus Act has been or will be registered within the Financial Supervisory Authority of the Federal Republic of Germany or otherwise published in Germany.

Ireland

Our common shares will not be placed in or involving Ireland otherwise than in conformity with the provisions of the Intermediaries Act 1995 of Ireland (as amended) including, without limitation, Sections 9 and 23 (including advertising restrictions made thereunder) thereof and the codes of conduct made under Section 37 thereof.

Italy

The offering of our common shares has not been registered pursuant to Italian securities legislation, and, accordingly, none of our common shares may be offered or sold in the Republic of Italy in a solicitation to the public, and sales of our common shares in the Republic of Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation.

No offer, sale or delivery of our common shares, or distribution of copies of any document relating to our common shares, will be made in the Republic of Italy except: (a) to "Professional Investors," as defined in Article 31.2 of Regulation No. 11522 of 1 July 1998 of the Commissione Nazionale per la Società e la Borsa, or the CONSOB, as amended, or CONSOB Regulation No. 11522, pursuant to Article 30.2 and 100 of Legislative Decree No. 58 of 24 February 1998, as amended, or the Italian Financial Act; or (b) in any other circumstances where an express exemption from compliance with the solicitation restrictions applies, as provided under the Italian Financial Act or Regulation No. 11971 of 14 May 1999, as amended.

Any such offer, sale or delivery of our common shares, or any document relating to our common shares in the Republic of Italy must be: (i) made by investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 385 of 1 September 1993 as amended, the Italian Financial Act, CONSOB Regulation No. 11522 and any other applicable laws and regulations; and (ii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Investors should also note that, in any subsequent distribution of our common shares in the Republic of Italy, Article 100-bis of the Italian Financial Act may require compliance with the law relating to public offers of securities. Furthermore, where our common shares are placed solely with professional investors and are then systematically resold on the secondary market at any time in the 12 months following such placing, purchasers of our common shares who are acting outside of the course of their business or profession may in certain circumstances be entitled to declare such purchase void and to claim damages from any authorized person at whose premises our common shares were purchased, unless an exemption provided for under the Italian Financial Act applies.

Netherlands

Our common shares may not be offered, sold, transferred or delivered, in or from the Netherlands, as part of the initial distribution or as part of any reoffering, and neither this prospectus nor any other document in respect of the international offering may be distributed in or from the Netherlands, other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade (which includes banks, investment banks, securities firms, insurance companies, pension funds, other institutional investors and treasury departments and finance companies of large enterprises), in which case, it must be made clear upon making the offer and from any documents or advertisements in which a

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forthcoming offering of our common shares is publicly announced that the offer is exclusively made to said individuals or legal entities.

Portugal

No document, circular, advertisement or any offering material in relation to our common shares has been or will be subject to approval by the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários), or the CMVM. None of our common shares may be offered, reoffered, advertised, sold, resold or delivered in circumstances which could qualify as a public offer (oferta pública) pursuant to the Portuguese Securities Code (Código dos Valores Mobiliários), and/or in circumstances which could qualify the issue of our common shares as an issue or public placement of securities in the Portuguese market. This prospectus and any document, circular, advertisements or any offering material may not be directly or indirectly distributed to the public. All offers, sales and distributions of our common shares have been and may only be made in Portugal in circumstances that, pursuant to the Portuguese Securities Code, qualify as a private placement (oferta particular), all in accordance with the Portuguese Securities Code. Pursuant to the Portuguese Securities Code, the private placement in Portugal or to Portuguese residents of our common shares by public companies (sociedades abertas) or by companies that are issuers of securities listed on a market must be notified to the CMVM for statistical purposes. Any offer or sale of our common shares in Portugal must comply with all applicable provisions of the Portuguese Securities Code and any applicable CMVM Regulations and all relevant Portuguese laws and regulations. The placement of our common shares in the Portuguese jurisdiction or to any entities which are resident in Portugal, including the publication of a prospectus, when applicable, must comply with all applicable laws and regulations in force in Portugal and with the Prospectus Directive, and such placement shall only be performed to the extent that there is full compliance with such laws and regulations.

Spain

Our common shares have not been registered with the Spanish National Commission for the Securities Market and, therefore, none of our common shares may be publicly offered, sold or delivered, nor any public offer in respect of our common shares made, nor may any prospectus or any other offering or publicity material relating to our common shares be distributed in Spain by the international agents or any person acting on their behalf, except in compliance with Spanish laws and regulations.

Switzerland

This prospectus, as well as any other material relating to our common shares, which are the subject of the international offering contemplated by this prospectus, do not constitute an issue prospectus pursuant to Article 652a of the Swiss Code of Obligations. Our common shares will not be listed on the SWX Swiss Exchange and, therefore, the documents relating to our common shares, including, but not limited to, this document, do not claim to comply with the disclosure standards of the listing rules of the SWX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SWX Swiss Exchange. Our common shares are being offered in Switzerland by way of a private placement, (i.e., to a small number of selected investors only, without any public offer and only to investors who do not purchase our common shares with the intention to distribute them to the public). The investors will be individually approached by the international underwriters from time to time. This document, as well as any other material relating to our common shares is personal and confidential and do not constitute an offer to any other person. This document may only be used by those investors to whom it has been provided in connection with the international offering described herein and may neither directly nor indirectly be distributed or made available to other persons without our express consent. It may not be used in

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connection with any other offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.

Australia

This prospectus is not a formal disclosure document and has not been, nor will it be, lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to our common shares.

Our common shares are not being offered in Australia to "retail clients" as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). The international offering is being made in Australia solely to "wholesale clients" for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to our common shares has been, or will be, prepared.

This prospectus does not constitute an offer in Australia other than to persons who do not require disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) and who are wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Australia). By submitting an application for our common shares, you represent and warrant to us that you are a person who does not require disclosure under Part 6D.2 and who is a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus is not a wholesale client, no offer of, or invitation to apply for, our common shares shall be deemed to be made to such recipient and no applications for our common shares will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for our common shares, you undertake to us that, for a period of 12 months from the date of issue of our common shares, you will not transfer any interest in our common shares to any person in Australia other than to a person who does not require disclosure under Part 6D.2 and who is a wholesale client.

China

Our common shares may not be offered or sold directly or indirectly to the public in the People's Republic of China (China), and neither this prospectus, which has not been submitted to the Chinese Securities and Regulatory Commission, nor any offering material or information contained herein relating to our common shares may be supplied to the public in China or used in connection with any offer for the subscription or sale of our common shares to the public in China. Our common shares may only be offered or sold to China-related organizations which are authorized to engage in foreign exchange business and offshore investment from outside of China. Such China-related investors may be subject to foreign exchange control approval and filing requirements under the relevant Chinese foreign exchange regulations. For the purpose of this paragraph, China does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Hong Kong

This prospectus has not been reviewed or approved by or registered with any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. No person may offer or sell in Hong Kong, by means of any document, any of our common shares other than (i) to "professional

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investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer or invitation to the public within the meaning of that Companies Ordinance. No person may issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to our common shares that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to our common shares that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made thereunder or to any persons in the circumstances referred to in paragraph (ii) above.

Japan

Our common shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the Financial Instruments and Exchange Law, and, accordingly, no offer or sale of any of our common shares, directly or indirectly, will be made in Japan or to, or for the benefit of any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. For purposes of this paragraph, "resident of Japan" shall have the meaning as defined under the Foreign Exchange and Foreign Trade Law of Japan.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore, or the MAS, under the Securities and Futures Act, Chapter 289 of Singapore, or the Securities and Futures Act. Accordingly, our common shares may not be offered or sold or made the subject of an invitation for subscription or purchase, nor may this prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of such common shares be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or (c) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Each of the following relevant persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased our common shares, namely, a person who is: (i) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, should note that shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for six months after that corporation or that trust has acquired our common shares under Section 275 of the Securities and Futures Act except:

•

to an institutional investor under Section 274 of the Securities and Futures Act or to a relevant person defined in Section 275(2) of the Securities and Futures Act, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in Section 275 of the Securities and Futures Act;

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•

where no consideration is or will be given for the transfer;

•

by operation of law; or

•

as specified in Section 276(7) of the Securities and Futures Act.

South Korea

Our common shares have not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea under the Financial Investment Services and Capital Markets Act, or the FSCMA. Our common shares may not be offered, sold or delivered, or offered or sold for reoffering or resale, directly or indirectly, in Korea or to any Korean resident (as such term is defined in the Foreign Exchange Transaction Law of Korea, or FETL) other than the Accredited Investors (as such term is defined in Article 11 of the Presidential Decree of the FSCMA), for a period of one year from the date of issuance of our common shares, except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the FETL and the decrees and regulations thereunder. Our common shares may not be resold to Korean residents unless the purchaser of our common shares complies with all applicable regulatory requirements (including but not limited to government reporting requirements under the FETL and its subordinate decrees and regulations) in connection with the purchase of our common shares.

Kuwait

Our common shares have not been authorized or licensed for offering, marketing or sale in the State of Kuwait. The distribution of this prospectus and the offering and sale of our common shares in the State of Kuwait are restricted by law unless a license is obtained from the Kuwait Ministry of Commerce and Industry in accordance with Law 31 of 1990. Persons into whose possession this prospectus comes are required by us and the international underwriters to inform themselves about and to observe such restrictions. Investors in the State of Kuwait who approach us or any of the international underwriters to obtain copies of this prospectus are required by us and the international underwriters to keep such prospectus confidential and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions provided for in all jurisdictions with respect to offering, marketing and the sale of our common shares.

Qatar

This offering of our common shares does not constitute a public offer of securities in the State of Qatar under Law No. 5 of 2002 (the Commercial Companies Law). Our common shares are only being offered to a limited number of investors who are willing and able to conduct an independent investigation of the risks involved in an investment in our common shares or have sufficient knowledge of the risks involved in an investment in our common shares or are benefiting from preferential terms under a directed unit program for directors, officers and employees. No transaction will be concluded in the jurisdiction of the State of Qatar.

United Arab Emirates

NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED ARAB EMIRATES (EXCLUDING THE DUBAI INTERNATIONAL FINANCIAL CENTRE)

Our common shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (U.A.E.) other than in compliance with the laws of the U.A.E. Prospective investors in the Dubai International Financial Centre should have regard to the specific notice to prospective investors in the Dubai International Financial Centre set out below. The information contained in this prospectus

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does not constitute a public offer of our common shares in the U.A.E. in accordance with the Commercial Companies Law (Federal Law No. 8 of 1984 of the U.A.E., as amended) or otherwise and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Emirates Securities and Commodities Authority or the Dubai Financial Services Authority, or DFSA. If you do not understand the contents of this prospectus, you should consult an authorized financial adviser. This prospectus is provided for the benefit of the recipient only, and should not be delivered to, or relied on by, any other person.

The Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. Our common shares, to which this prospectus relates, may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of our common shares offered should conduct their own due diligence on our common shares. If you do not understand the contents of this prospectus, you should consult an authorized financial adviser.

Saudi Arabia

Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a Saudi Investor) who acquires our common shares pursuant to this offering should note that the offer of our common shares is an exempt offer under subparagraph (3) of paragraph (a) of Article 16 of the "Offer of Securities Regulations" as issued by the Board of the Capital Market Authority resolution number 2-11-2004 dated October 4, 2004 and amended by the resolution of the Board of Capital Market Authority resolution number 1-33-2004 dated December 21, 2004 (the KSA Regulations). Our common shares may be offered to no more than 60 Saudi Investors and the minimum amount payable per Saudi Investor must not be less than Saudi Riyal (SR) 1 million or an equivalent amount. This offering of our common shares is therefore exempt from the public offer provisions of the KSA Regulations, but is subject to the following restrictions on secondary market activity: (a) A Saudi Investor (the transferor) who has acquired our common shares pursuant to this exempt offer may not offer or sell our common shares to any person (referred to as a transferee) unless the price to be paid by the transferee for such our common shares equals or exceeds SR1 million. (b) If the provisions of paragraph (a) cannot be fulfilled because the price of our common shares being offered or sold to the transferee has declined since the date of the original exempt offer, the transferor may offer our common shares to the transferee if their purchase price during the period of the original exempt offer was equal to or exceeded SR1 million. (c) If the provisions of paragraphs (a) and (b) cannot be fulfilled, the transferor may offer or sell our common shares if he/she sells his entire holding of our common shares to one transferee.

Argentina

This prospectus has not been registered with the Comisión Nacional de Valores and may not be offered publicly in Argentina. The prospectus may not be publicly distributed in Argentina, and neither we nor the underwriters will solicit the public in Argentina in connection with this prospectus.

Brazil

For purposes of Brazilian law, this offer of our common shares is addressed to you personally, upon your request and for your sole benefit, and is not to be transmitted to anyone else, to be relied upon elsewhere

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or for any other purpose either quoted or referred to in any other public or private document or to be filed with anyone without our prior, express and written consent.

The common shares offered hereby have not and will not be issued nor publicly placed, distributed, offered or negotiated in the Brazilian capital markets. Accordingly, our common shares and the offering have not been and will not be registered with the Brazilian Securities Commission (Comissão de Valores Mobiliários). Any public offering or distribution, as defined under Brazilian laws and regulations, of our common shares in Brazil is not legal without prior registration under Brazilian Federal Law No. 6,385/76, as amended, and Instruction No. 400, issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários) on December 29, 2003, as amended.

Therefore, as this prospectus does not constitute or form part of any public offering to sell or solicitation of a public offering to buy any shares or assets, this offering and THE COMMON SHARES OFFERED HEREBY HAVE NOT BEEN, AND WILL NOT BE, AND MAY NOT BE OFFERED FOR SALE OR SOLD IN BRAZIL EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR DISTRIBUTION UNDER BRAZILIAN LAWS AND REGULATIONS. DOCUMENTS RELATING TO OUR COMMON SHARES, AS WELL AS THE INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL (AS THE OFFERING IS NOT A PUBLIC OFFERING OF SECURITIES IN BRAZIL), NOR BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF OUR COMMON SHARES TO THE PUBLIC IN BRAZIL. THEREFORE, EACH OF THE UNDERWRITERS NAMED UNDER THIS PROSPECTUS HAS REPRESENTED, WARRANTED AND AGREED THAT IT HAS NOT OFFERED OR SOLD, AND WILL NOT OFFER OR SELL, THE OUR COMMON SHARES IN BRAZIL, EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING, PLACEMENT, DISTRIBUTION OR NEGOTIATION OF SECURITIES IN THE BRAZILIAN CAPITAL MARKETS REGULATED BY BRAZILIAN LEGISLATION.

Chile

The common shares offered hereby are not registered in the Foreign Securities Registry (Registro de Valores Extranjeros) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of our common shares do not constitute a public offer of, or an invitation to subscribe for or purchase, our common shares in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores) (an offer that is not "addressed to the public at large or to a certain sector or specific group of the public") and under the terms and conditions of general ruling No. 336 of the Chilean Securities and Exchange Commission.

Colombia

Our common shares have not been and will not be registered on the Colombian National Registry of Securities and Issuers or in the Colombian Stock Exchange, the Integrated System of Foreign Securities Exchange, or any other listing in the Colombian Stock Exchange for foreign securities. Therefore, our common shares may not be publicly offered in Colombia.

Mexico

Our common shares have not been registered in Mexico with the Securities Section (Sección de Valores) of the National Securities Registry (Registro Nacional de Valores) maintained by the Comisión Nacional Bancaria y de Valores, and no action has been or will be taken that would permit the offer or sale of our common shares in Mexico absent an available exemption under Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores).

Peru

Our common shares have not been and will not be approved by or registered with the Peruvian securities regulatory authority, the Superintendency of the Securities Market (Superintendencia del Mercado de Valores).

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Expenses of the offering

We estimate that our expenses in connection with the offering, other than underwriting discounts and commissions, will be as follows:

	Amount (in US$)	Percentage of net proceeds of the offering (%)
SEC registration fee
NYSE listing fees
FINRA filing fee
Printing expenses
AIM delisting fees
Transfer agent fees
Legal fees and expenses
Accountant fees and expenses
Miscellaneous fees
Total

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Legal matters

The validity of the common shares and certain other matters of Bermuda law will be passed upon for us by Cox Hallett Wilkinson Limited, Hamilton, Bermuda. Certain matters of U.S. federal and New York State law will be passed upon for us by Davis Polk & Wardwell LLP, New York, New York, and for the underwriters by White & Case LLP, New York, New York. Certain legal matters with respect to Colombian law will be passed upon for us by Suarez Zapata Partners Abogados, Bogotá, Colombia, and for the underwriters by Gómez-Pinzón Zuleta Abogados. Certain legal matters with respect to Chilean law will be passed upon for us by Aylwin Abogados and Barros & Errázuriz Abogados Limitada and for the underwriters by Carey y Cía Ltda. Certain legal matters with respect to Brazilian law will be passed upon for us by Machado, Meyer, Sendacz e Opice Advogados, and for the underwriters by Pinheiro Neto Advogados.

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Experts

The consolidated financial statements of GeoPark Limited as of December 31, 2012 and 2011 and for each of the two years in the period ended December 31, 2012 included in this prospectus have been so included in reliance on the report of Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. Price Waterhouse & Co. S.R.L is a member of the Professional Council of Economic Sciences of the City of Buenos Aires, Argentina.

The current address of Price Waterhouse & Co. S.R.L. is Bouchard 557, Floor 8, Buenos Aires, Argentina.

The consolidated financial statements of Winchester Oil and Gas S.A. as of December 31, 2011 and for the year ended December 31, 2011, as of January 31, 2012 and for the one-month period ended January 31, 2012 included in this prospectus have been so included in reliance on the reports (which contain a qualification relating to the exclusion of comparative information, as discussed in note 2.1) of PricewaterhouseCoopers Ltda., independent accountants, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers Ltda. is a member of the Central Board of Accountants, Colombia.

The consolidated financial statements of La Luna Oil Company Limited S.A. as of December 31, 2011 and for the year ended December 31, 2011, as of January 31, 2012 and for the one-month period ended January 31, 2012 included in this prospectus have been so included in reliance on the reports (which contain a qualification relating to the exclusion of comparative information as discussed in note 2.1) of PricewaterhouseCoopers Ltda., independent accountants, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers Ltda. is a member of the Central Board of Accountants, Colombia.

The consolidated financial statements of Hupecol Cuerva LLC as of December 31, 2011 and for the year ended December 31, 2011, as of March 31, 2012 and for the three-month period ended March 31, 2012 included in this Prospectus have been so included in reliance on the reports of PricewaterhouseCoopers Ltda., independent accountants, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers Ltda. is a member of the Central Board of Accountants, Colombia.

The current address of PricewaterhouseCoopers Ltda. is Calle 100 No 11A 35, Floor 5, Bogotá, Colombia.

The consolidated financial statements of Rio das Contas as of December 31, 2012 and 2011 and for each of the two years in the period ended December 31, 2012 included in this Prospectus have been so included in reliance on the report of Ernst & Young Terco Auditores Independientes S.S., independent auditors, given on the authority of said firm as experts in auditing and accounting.

The current address of Ernst & Young Terco Auditores Independientes S.S. is Praia de Botafogo 370, 8th Floor, Botafogo, Rio de Janeiro, Brazil.

The information included in this prospectus for Chile, Colombia and Argentina regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value is based, in part, on estimates of the proved reserves and present values of proved reserves as of December 31, 2012. The reserves estimates are based on an appraisal report and/or a third-party summary report prepared by DeGolyer and MacNaughton, independent reserves engineers. These estimates are included in this prospectus in reliance upon the authority of such firm as an expert in these matters.

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The information included in this prospectus regarding estimated quantities of proved reserves, the future net revenues from those reserves and their present value (i) for certain new discoveries made after December 31, 2012 in Colombia, as of June 30, 2013 and (ii) attributable to Rio das Contas in Brazil is derived from estimates of the proved reserves and present values of proved reserves as of June 30, 2013, presented in a separate appraisal report and/or third-party summary report prepared by DeGolyer and MacNaughton, independent reserves engineers. These estimates are included in this prospectus in reliance upon the authority of such firm as an expert in these matters.

The current address of DeGolyer and MacNaughton is 5001 Spring Valley Road, Suite 800 East, Dallas, Texas 75244.

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Enforcement of judgments

We are incorporated as an exempted company with limited liability under the laws of Bermuda, and substantially all of our assets are located in Chile, Colombia and Argentina. Upon completion of our pending Brazil Acquisitions, certain of our assets will be located in Brazil. In addition, most of our directors and executive officers reside outside the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may be difficult for investors to effect service of process on those persons in the United States or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability provisions of the U.S. securities laws.

We have been advised by Cox Hallett Wilkinson Limited, our Bermuda counsel, that there is no treaty in force between the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a U.S. judgment would be enforceable in Bermuda against us or our directors and officers depends on whether the U.S. court that entered the judgment is recognized by the Bermuda court as having jurisdiction over us or our directors and officers, as determined by reference to Bermuda conflict of law rules and the judgment is not contrary to public policy in Bermuda, has not been obtained by fraud in proceedings contrary to natural justice and is not based on an error in Bermuda law. A judgment debt from a U.S. court that is final and for a sum certain based on U.S. federal securities laws will not be enforceable in Bermuda unless the judgment debtor had submitted to the jurisdiction of the U.S. court, and the issue of submission and jurisdiction is a matter of Bermuda (not U.S.) law.

An action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, may not be entertained by a Bermuda court. Certain remedies available under the laws of U.S. jurisdictions, including certain remedies under U.S. federal securities laws, may not be available under Bermuda law or enforceable in a Bermuda court, as they may be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against us or our directors and officers in the first instance for violations of U.S. federal securities laws because these laws have no extraterritorial jurisdiction under Bermuda law and do not have force of law in Bermuda. A Bermuda court may, however, impose civil liability on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Bermuda law. However, section 281 of the Bermuda Companies Act allows a Bermuda court, in certain circumstances, to relieve officers and directors of Bermuda companies of liability for acts of negligence, breach of duty or trust or other defaults.

Section 98 of the Bermuda Companies Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Bermuda Companies Act.

Our bye-laws contain provisions whereby we and our shareholders waive any claim or right of action that we have, both individually and on our behalf, against any director or officer in relation to any action or failure to take action by such director or officer, except in respect of any fraud or dishonesty of such director or officer. We may also indemnify our directors and officers in their capacity as directors and

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officers for any loss arising or liability attaching to them by virtue of any rule of law in respect of any negligence, default, breach of trust of which a director or officer may be guilty in relation to the company other than in respect of his own fraud or dishonesty. We have entered into customary indemnification agreements with our directors.

We have been advised by Barros & Errázuriz Abogados Limitada, our Chilean counsel, that no treaty exists between the United States and Chile for the reciprocal recognition and enforcement of foreign judgments. Chilean courts, however, have enforced valid and conclusive judgments for the payment of money rendered by competent U.S. courts by virtue of the legal principles of reciprocity and comity, subject to review in Chile of the U.S. judgment in order to ascertain whether certain basic principles of due process and public policy have been respected, without retrial or review of the merits of the subject matter. If a U.S. court grants a final judgment, enforceability of this judgment in Chile will be subject to obtaining the relevant exequatur (i.e., recognition and enforcement of the foreign judgment) according to Chilean civil procedure law in effect at that time, and depending on certain factors (the satisfaction or non-satisfaction of which would be determined by the Supreme Court of Chile). Currently, the most important of such factors are: the existence of reciprocity (if it can be proved that there is no reciprocity in the recognition and enforcement of the foreign judgment between the United States and Chile, that judgment would not be enforced in Chile); the absence of any conflict between the foreign judgment and Chilean laws (excluding for this purpose the laws of civil procedure) and Chilean public policy; the absence of a conflicting judgment by a Chilean court relating to the same parties and arising from the same facts and circumstances; the Chilean court's determination that the U.S. courts had jurisdiction, that process was appropriately served on the defendant and that the defendant was afforded a real opportunity to appear before the court and defend its case; and the judgment being final under the laws of the country in which it was rendered. Nonetheless, we have been advised by our Chilean counsel that there is doubt as to the enforceability in original actions in Chilean courts of liabilities predicated solely upon U.S. federal or state securities laws.

We have been advised by Suarez Zapata Partners Abogados, our Colombian counsel, that Colombian courts will determine whether to enforce a foreign judgment through a procedural system known as exequatur under Colombian law. According to Colombian law, foreign judgments are enforceable in Colombia if a treaty exists between Colombia and the country where the judgment was granted. If no such treaty exists, a foreign judgment would be enforceable in Colombia under the same terms as a Colombian judgment would be enforceable in such foreign country. There is no treaty in force between the United States and Colombia providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.

We have been advised by Machado Meyer Sendacz e Opice Advogados, our Brazilian counsel, that no treaty exists between the U.S. and Brazil for the reciprocal enforcement of foreign judgments. It is the opinion of our Brazilian counsel that a court decision issued in the U.S. territory will be treated as a common foreign court decision, henceforth it must be recognized by the President of the Superior Court of Justice, or the STJ. Any court decision issued by a foreign court must comply with the formal requirements of Resolution STJ n. 9. Article 5 thereof has the following requisites of enforceability: (1) the court decision must be issued by a competent court; (2) the parties must be regularly summoned, or the contumacy must be duly certified in the lawsuit; (3) the court decision must be final and unappealable; and, (4) the court decision must be duly legalized before the Brazilian Consulate in the U.S. Furthermore, Article 6 of Resolution STJ n. 9 provides that the court decision may not affront the public policy. After the filing of the lawsuit before the STJ, which is known as Recognition of Foreign Court Decision, the defendant will be summoned to present, in 15 days, its arguments, restricted to above-mentioned Articles 5 and 6 of the Resolution. The

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President of the STJ will only analyze the formal aspects of the court decision and not the merits thereof. Having concluded the analysis, if the court decision is recognized, it will be enforced by a Federal Court, as a common domestic court decision, provided that a court decision condemning a defendant to transfer a Real Estate property may not be recognized by the STJ, due to the exclusive competence of Brazilian Courts to judge rights over Real Estate properties in the Brazilian territory, according the Article 89, I, of the Brazilian Civil Procedure Code. Regarding arbitral awards issued by an Arbitral Tribunal in U.S. territory, it is possible to follow the New York Convention on Recognition and Enforcement of Foreign Arbitral Awards/1958, or the NY Contention. According to the NY Convention, the award will be considered enforceable as a domestic arbitral award after the recognition by the President of the STJ, as mentioned above.

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Where you can find additional information

We have filed with the U.S. Securities and Exchange Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

Upon completion of this offering, we will become subject to the informational requirements of the Exchange Act. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

We will send the transfer agent a copy of all notices of shareholders' meetings and other reports, communications and information that are made generally available to shareholders. The transfer agent has agreed to mail to all shareholders a notice containing the information (or a summary of the information) contained in any notice of a meeting of our shareholders received by the transfer agent and will make available to all shareholders such notices and all such other reports and communications received by the transfer agent.

261

Glossary of oil and natural gas terms

The terms defined in this section are used throughout this prospectus:

"appraisal well" means a well drilled to further confirm and evaluate the presence of hydrocarbons in a reservoir that has been discovered.

"API" means the American Petroleum Institute's inverted scale for denoting the "light" or "heaviness" of crude oils and other liquid hydrocarbons.

"bbl" means one stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or natural gas liquids.

"bcf" means one billion cubic feet of natural gas.

"boe" means barrels of oil equivalent, with 6,000 cubic feet of natural gas being equivalent to one barrel of oil.

"boepd" means barrels of oil equivalent per day.

"bopd" means barrels of oil per day.

"British thermal unit" or "btu" means the heat required to raise the temperature of a one-pound mass of water from 58.5 to 59.5 degrees Fahrenheit.

"basin" means a large natural depression on the earth's surface in which sediments generally brought by water accumulate.

"completion" means the process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

"developed acreage" means the number of acres that are allocated or assignable to productive wells or wells capable of production.

"developed reserves" are expected quantities to be recovered from existing wells and facilities. Reserves are considered developed only after the necessary equipment has been installed or when the costs to do so are relatively minor compared to the cost of a well. Where required facilities become unavailable, it may be necessary to reclassify developed reserves as undeveloped.

"development well" means a well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

"dry hole" means a well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

"economic interest" means an indirect participation interest in the net revenues from a given block based on bilateral agreements with the concessionaires.

"economically producible" means a resource that generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation.

"exploratory well" means a well drilled to find and produce oil or gas in an unproved area, to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir, or to extend a

A-1

known reservoir. Generally, an exploratory well is any well that is not a development well, a service well, or a stratigraphic test well as those items are defined below.

"field" means an area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms structural feature and stratigraphic condition are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

"formation" means a layer of rock which has distinct characteristics that differ from nearby rock.

"mbbl" means one thousand barrels of crude oil, condensate or natural gas liquids.

"mboe" means one thousand barrels of oil equivalent.

"mcf" means one thousand cubic feet of natural gas.

"metric ton" or "MT" means one thousand kilograms. Assuming standard quality oil, one metric ton equals 7.9 bbl.

"mmbbl" means one million barrels of crude oil, condensate or natural gas liquids.

"mmboe" means one million barrels of oil equivalent.

"mmbtu" means one million British thermal units.

"NYMEX" means The New York Mercantile Exchange.

"net acres" means the percentage of total acres an owner has out of a particular number of acres, or a specified tract. An owner who has a 50% interest in 100 acres owns 50 net acres.

"productive well" means a well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

"prospect" means a potential trap which may contain hydrocarbons and is supported by the necessary amount and quality of geologic and geophysical data to indicate a probability of oil and/or natural gas accumulation ready to be drilled. The five required elements (generation, migration, reservoir, seal and trap) must be present for a prospect to work and if any of them fail neither oil nor natural gas will be present, at least not in commercial volumes.

"proved developed reserves" means those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.

"proved reserves" means estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be economically recoverable in future years from known reservoirs under existing economic and operating conditions, as well as additional reserves expected to be obtained through confirmed improved recovery techniques, as defined in SEC Regulation S-X 4-10(a)(2).

"proved undeveloped reserves" means are those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high

A-2

degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects.

"reasonable certainty" means a high degree of confidence.

"recompletion" means the process of re-entering an existing wellbore that is either producing or not producing and completing new reservoirs in an attempt to establish or increase existing production.

"reserves" means estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, a revenue interest in the production, installed means of delivering oil, gas, or related substances to market, and all permits and financing required to implement the project.

"reservoir" means a porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

"royalty" means a fractional undivided interest in the production of oil and natural gas wells or the proceeds therefrom, to be received free and clear of all costs of development, operations or maintenance.

"service well" means a well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, saltwater disposal, water supply for injection, observation, or injection for in-situ combustion.

"shale" means a fine grained sedimentary rock formed by consolidation of clay- and silt-sized particles into thin, relatively impermeable layers. Shale can include relatively large amounts of organic material compared with other rock types and thus has the potential to become rich hydrocarbon source rock. Its fine grain size and lack of permeability can allow shale to form a good cap rock for hydrocarbon traps.

"spacing" means the distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres (e.g., 40-acre spacing, and is often established by regulatory agencies).

"spud" means the very beginning of drilling operations of a new well, occurring when the drilling bit penetrates the surface utilizing a drilling rig capable of drilling the well to the authorized total depth.

"stratigraphic test well" means a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intention of being completed for hydrocarbon production. This classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic test wells are classified as (i) exploratory-type, if not drilled in a proved area, or (ii) development-type, if drilled in a proved area.

"undeveloped reserves" are quantities expected to be recovered through future investments: (1) from new wells on undrilled acreage in known accumulation, (2) from deepening existing wells to a different (but known) reservoir, (3) from infill wells that will increase recover, or (4) where a relatively large expenditure (e.g., when compared to the cost of drilling a new well) is required to (a) recomplete an existing well or (b) install production or transportation facilities for primary or improved recovery projects.

"unit" means the joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

A-3

"wellbore" means the hole drilled by the bit that is equipped for oil or gas production on a completed well. Also called well or borehole.

"working interest" means the right granted to the lessee of a property to explore for and to produce and own oil, gas, or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

"workover" means operations in a producing well to restore or increase production.

A-4

Index to consolidated financial statements

Unaudited Interim Consolidated Financial Statements—GeoPark Limited
Consolidated Statements of Income and Comprehensive Income for the Six-month Periods Ended June 30, 2013 and 2012	F-6
Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	F-7
Consolidated Statement of Changes in Shareholders' Equity for the Six-month Periods Ended June 30, 2013 and 2012	F-8
Consolidated Statements of Cash Flows for the Six-month Periods Ended June 30, 2013 and 2012	F-9
Notes to the Unaudited Interim Consolidated Financial Statements for the Six-month Periods ended June 30, 2013 and 2012	F-10
Audited Annual Consolidated Financial Statements—GeoPark Limited
Report of Independent Registered Public Accounting Firm	F-25
Consolidated Statements of Income and Comprehensive Income for the fiscal years ended December 31, 2012 and 2011	F-26
Consolidated Balance Sheets as of December 31, 2012 and 2011	F-27
Consolidated Statements of Changes in Shareholders' Equity for the fiscal years ended December 31, 2012 and 2011	F-28
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2012 and 2011	F-29
Notes to the Audited Annual Consolidated Financial Statements for the fiscal years ended December 31, 2012 and 2011	F-30
Consolidated Financial Statements—Winchester Oil & Gas S.A.
Independent Auditor's Report	F-82
Consolidated Statements of Income and Comprehensive Income for the one-month period ended January 31, 2012	F-83
Consolidated Balance Sheets as of January 31, 2012	F-84
Consolidated Statements of Cash Flows for the one-month period ended January 31, 2012	F-85
Consolidated Statements of Changes in Shareholders' Equity for the one-month period ended January 31, 2012	F-86
Notes to the Consolidated Financial Statements for the one-month period ended January 31, 2012	F-87
Audited Annual Consolidated Financial Statements—Winchester Oil & Gas S.A.
Independent Auditor's Report	F-107
Consolidated Statements of Income and Comprehensive Income for the fiscal year ended December 31, 2011	F-108
Consolidated Balance Sheets as of December 31, 2011	F-109
Consolidated Statements of Changes in Shareholders' Equity for the fiscal year ended December 31, 2011	F-110
Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2011	F-111
Notes to the Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2011	F-112

F-1

Consolidated Financial Statements—La Luna Oil Company Limited S.A.
Independent Auditor's Report	F-135
Consolidated Statements of Income and Comprehensive Income for the one-month period ended January 31, 2012	F-136
Consolidated Balance Sheets as of January 31, 2012	F-137
Consolidated Statements of Changes in Shareholders' Equity for the one-month period ended January 31, 2012	F-138
Consolidated Statements of Cash Flows for the one-month period ended January 31, 2012	F-139
Notes to the Consolidated Financial Statements for the one-month period ended January 31, 2012	F-140
Audited Annual Consolidated Financial Statements—La Luna Oil Company Limited S.A.
Independent Auditor's Report	F-157
Consolidated Statements of Income and Comprehensive Income for the fiscal year ended December 31, 2011	F-158
Consolidated Balance Sheets as of December 31, 2011	F-159
Consolidated Statements of Changes in Shareholders' Equity for the fiscal year ended December 31, 2011	F-160
Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2011	F-161
Notes to the Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2011	F-162
Consolidated Financial Statements—Hupecol Caracara LLC (Colombian Branch)
Independent Auditor's Report	F-181
Consolidated Balance Sheets as of March 31, 2012	F-182
Consolidated Statements of Income and Comprehensive Income for the three-month period ended March 31, 2012	F-183
Consolidated Statements of Changes in Shareholders' Equity for the three-month period ended March 31, 2012	F-184
Consolidated Statements of Cash Flows for the three-month period ended March 31, 2012	F-185
Notes to the Consolidated Financial Statements for the three-month period ended March 31, 2012	F-186
Audited Annual Consolidated Financial Statements—Hupecol Caracara LLC (Colombian Branch)
Independent Auditor's Report	F-203
Consolidated Balance Sheets as of December 31, 2011	F-204
Consolidated Statements of Income and Comprehensive Income for the fiscal year ended December 31, 2011	F-205
Consolidated Statements of Changes in Shareholders' Equity for the fiscal year ended December 31, 2011	F-206
Consolidated Statements of Cash Flows for the fiscal year ended December 31, 2011	F-207
Notes to the Audited Annual Consolidated Financial Statements for the fiscal year ended December 31, 2011	F-208

F-2

Unaudited Interim Consolidated Financial Statements—Rio das Contas Produtora de Petróleo Ltda.
Consolidated Statements of Income for the Six-month Periods Ended June 30, 2013 and 2012	F-224
Consolidated Statements of Comprehensive Income for the Six-month Periods Ended June 30, 2013 and 2012	F-225
Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012	F-226
Consolidated Statement of Changes in Shareholders' Equity for the Six-month Periods Ended June 30, 2013 and 2012	F-227
Consolidated Statements of Cash Flows for the Six-month Periods Ended June 30, 2013 and 2012	F-228
Notes to the Unaudited Interim Consolidated Financial Statements for the Six-month Periods ended June 30, 2013 and 2012	F-229
Audited Consolidated Financial Statements—Rio das Contas Produtora de Petróleo Ltda.
Independent Auditor's Report	F-245
Consolidated Statements of Income for the fiscal years ended December 31, 2012 and 2011	F-247
Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2012 and 2011	F-248
Consolidated Balance Sheets as of December 31, 2012 and 2011	F-249
Consolidated Statements of Changes in Shareholders' Equity for the fiscal years ended December 31, 2012 and 2011	F-250
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2012 and 2011	F-251
Notes to the Audited Annual Consolidated Financial Statements for the fiscal years ended December 31, 2012 and 2011	F-252

F-3

GeoPark Limited

Unaudited interim condensed consolidated financial statements

For the six months ended 30 June 2012 and 2013

F-4

GeoPark Limited
30 June 2013

Contents

	Page
Consolidated statement of income and statement of comprehensive income		F-6
Consolidated statement of financial position		F-7
Consolidated statement of changes in equity		F-8
Consolidated statement of cash flow		F-9
Selected explanatory notes		F-10

F-5

GeoPark Limited
30 June 2013
Consolidated statement of income

Amounts in US$ '000	Note		Six-months period ended 30 June 2013			Six-months period ended 30 June 2012(1)			Year ended 31 December 2012
			(Unaudited)			(Unaudited)
NET REVENUE		2		160,806			121,991			250,478
Production costs		4		(81,147	)		(54,668	)		(129,235	)
GROSS PROFIT				79,659			67,323			121,243
Exploration costs		5		(13,587	)		(10,199	)		(27,890	)
Administrative costs		6		(20,730	)		(13,562	)		(28,798	)
Selling expenses				(7,658	)		(7,981	)		(24,631	)
Other operating income / (expense)				4,205			(413	)		823
OPERATING PROFIT				41,889			35,168			40,747
Financial income		7		604			318			892
Financial expenses		8		(21,166	)		(7,662	)		(17,200	)
Bargain purchase gain on acquisition of subsidiaries		14		—			8,401			8,401
PROFIT BEFORE TAX				21,327			36,225			32,840
Income tax				(7,092	)		(10,863	)		(14,394	)
PROFIT FOR THE PERIOD/YEAR				14,235			25,362			18,446
Attributable to:
Owners of the parent				8,616			19,904			11,879
Non-controlling interest				5,619			5,458			6,567
Earnings per share (in US$) for profit attributable to owners of the Company. Basic				0.20			0.47			0.28
Earnings per share (in US$) for profit attributable to owners of the Company. Diluted				0.19			0.44			0.27

Statement of comprehensive income

Amounts in US$ '000	Six-months period ended 30 June 2013			Six-months period ended 30 June 2012(1)		Year ended 31 December 2012
	(Unaudited)			(Unaudited)
Profit for the period / year		14,235			25,362		18,446
Other comprehensive income		—			—		—
Currency translation differences		(363	)		—		—
Total comprehensive Income for the period / year		13,872			25,362		18,446
Attributable to:
Owners of the parent		8,253			19,904		11,879
Non-controlling interest		5,619			5,458		6,567

(1)    30 June 2012 comparative information has been restated reflecting the finalization of the purchase price allocation (see Note 1).

F-6

GeoPark Limited
30 June 2013
Consolidated statement of financial position

Amounts in US$ '000	Note		At 30 June 2013		At 30 June 2012(1)		Year ended 31 December 2012
			(Unaudited)		(Unaudited)
ASSETS
NON CURRENT ASSETS
Property, plant and equipment		9		544,151		388,423		457,837
Prepaid taxes				14,505		5,504		10,707
Other financial assets				2,145		6,738		7,791
Deferred income tax				16,075		10,434		13,591
Prepayments and other receivables				1,857		610		510
TOTAL NON CURRENT ASSETS				578,733		411,709		490,436
CURRENT ASSETS
Inventories				5,667		8,934		3,955
Trade receivables				31,288		22,569		32,271
Prepayments and other receivables				40,809		47,705		49,620
Prepaid taxes				2,376		5,903		3,443
Cash at bank and in hand				149,437		66,346		48,292
TOTAL CURRENT ASSETS				229,577		151,457		137,581
TOTAL ASSETS				808,310		563,166		628,017
EQUITY
Equity attributable to owners of the Company
Share capital		10		43		43		43
Share premium				116,877		118,821		116,817
Reserves				128,058		123,006		128,421
Retained earnings (losses)				6,242		3,770		(5,860	)
Attributable to owners of the Company				251,220		245,640		239,421
Non-controlling interest				83,459		54,355		72,665
TOTAL EQUITY				334,679		299,995		312,086
LIABILITIES
NON CURRENT LIABILITIES
Borrowings		11		290,624		127,404		165,046
Provisions for other long-term liabilities		12		26,015		21,839		25,991
Deferred income tax				25,372		18,827		17,502
TOTAL NON CURRENT LIABILITIES				342,011		168,070		208,539
CURRENT LIABILITIES
Borrowings		11		11,172		27,488		27,986
Current income tax				2,716		1,615		7,315
Trade and other payables		13		117,732		65,998		72,091
TOTAL CURRENT LIABILITIES				131,620		95,101		107,392
TOTAL LIABILITIES				473,631		263,171		315,931
TOTAL EQUITY AND LIABILITIES				808,310		563,166		628,017

(1)    30 June 2012 comparative information has been restated reflecting the finalization of the purchase price allocation (see Note 1).

F-7

GeoPark Limited
30 June 2013
Consolidated statement of changes in equity

	Attributable to owners of the Company
Amount in US$ '000	Share capital		Share premium		Other reserve		Translation reserve			Retained (losses) earnings			Non- controlling interest		Total
Equity at 1 January 2012		43		112,231		114,270		894			(18,549	)		41,763		250,652
Profit for the first half of the year		—		—		—		—			19,904			5,458		25,362
Total comprehensive income for the period ended 30 June 2012		—		—		—		—			19,904			5,458		25,362
Proceeds from transaction with Non-controlling interest		—		5,696		8,736		—			—			7,134		21,566
Shared-based payment		—		—		—		—			2,415			—		2,415
		—		5,696		8,736		—			2,415			7,134		23,981
Balance at 30 June 2012(1) (Unaudited)		43		117,927		123,006		894			3,770			54,355		299,995
Balance at 31 December 2012		43		116,817		127,527		894			(5,860	)		72,665		312,086
Profit for the first half of the year		—		—		—		—			8,616			5,619		14,235
Currency translation differences		—		—		—		(363	)		—			—		(363	)
Total comprehensive income for the period ended 30 June 2013		—		—		—		(363	)		8,616			5,619		13,872
Proceeds from transaction with Non-controlling interest		—		—		—		—			—			5,175		5,175
Shared-based payment		—		60		—		—			3,486			—		3,546
		—		60		—		—			3,486			5,175		8,721
Balance at 30 June 2013 (Unaudited)		43		116,877		127,527		531			6,242			83,459		334,679

(1)    30 June 2012 comparative information has been restated reflecting the finalization of the purchase price allocation (see Note 1).

F-8

GeoPark Limited
30 June 2013
Consolidated statement of cash flow

Amounts in US$ '000	Six-months period ended 30 June 2013			Six-months period ended 30 June 2012(1)			Year ended 31 December, 2012
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Profit for the period/year		14,235			25,362			18,446
Adjustments for:
Income tax for the period/year		7,092			10,863			14,394
Depreciation of the period/year		32,605			23,395			53,317
Loss on disposal of property, plant and equipment		568			125			546
Write-off of unsuccessful efforts		11,788			8,564			25,552
Amortisation of other long-term liabilities		(1,359	)		(290	)		(2,143	)
Accrual of borrowing's interests		11,881			5,796			12,478
Unwinding of long-term liabilities		505			298			1,262
Accrual of share-based payment		3,486			2,415			5,396
Deferred income		—			2,850			5,550
Income tax paid		(4,040	)		(408	)		(408	)
Exchange difference generated by borrowings		(9	)		20			35
Bargain purchase gain on acquisition of subsidiaries (Note 14)		—			(8,401	)		(8,401	)
Changes in working capital		20,177			580			5,778
Cash flows from operating activities—net		96,929			71,169			131,802
Cash flows from investing activities
Purchase of property, plant and equipment		(143,775	)		(84,492	)		(198,204	)
Acquisitions of subsidiaries, net of cash acquired (Note 14)		—			(105,303	)		(105,303	)
Collections related to financial leases		6,489			—			—
Cash flows used in investing activities—net		(137,286	)		(189,795	)		(303,507	)
Cash flows from financing activities
Proceeds from borrowings		292,363			3,923			37,200
Proceeds from transaction with Non-controlling interest(2)		36,313			8,869			12,452
Proceeds from loans from related parties		8,344			—			—
Principal paid		(179,343	)		(16,297	)		(12,382	)
Interest paid		(6,175	)		(5,259	)		(10,895	)
Cash flows from (used in) financing activities—net		151,502			(8,764	)		26,375
Net increase (decrease) in cash and cash equivalents		111,145			(127,390	)		(145,330	)
Cash and cash equivalents at 1 January		38,292			183,622			183,622
Cash and cash equivalents at the end of the period/year		149,437			56,232			38,292
Ending Cash and cash equivalents are specified as follows:
Cash in banks		149,413			66,324			48,268
Cash in hand		24			22			24
Bank overdrafts		—			(10,114	)		(10,000	)
Cash and cash equivalents		149,437			56,232			38,292

(1)    30 June 2012 comparative information has been restated reflecting the finalization of the purchase price allocation (see Note 1).

(2)    Proceeds from transaction with Non-controlling interest for the period ended 30 June 2013 includes: US$ 5,175,000 from capital contributions received in the period; and US$ 31,138,000 as result of collection of receivables included in Prepayment and other receivables as of 31 December 2012, relating to equity transactions made in 2012 and 2011.

F-9

GeoPark Limited
30 June 2013
Selected explanatory notes

Note 1  

General information

GeoPark Limited (the Company) is a company incorporated under the law of Bermuda. The Registered Office address is Cumberland House, 9th Floor, 1 Victoria Street, Hamilton HM11, Bermuda. The Company is quoted on the AIM market of London Stock Exchange plc.

The principal activity of the Company and its subsidiaries ("the Group") are exploration, development and production for oil and gas reserves in Chile, Colombia and Argentina. The Group has working interests and/or economic interests in 19 hydrocarbon blocks.

On 30 July 2013 the shareholders approved the change of the Company's name from GeoPark Holdings Limited to GeoPark Limited.

This consolidated interim financial report was authorised for issue by the Board of Directors on 29 August, 2013.

Basis of preparation

The consolidated interim financial report of GeoPark Limited is presented in accordance with IAS 34 "Interim Financial Reporting". It does not include all of the information required for full annual financial statements, and should be read in conjunction with the annual financial statements as at and for the years ended 31 December 2011 and 2012, which have been prepared in accordance with IFRSs.

The consolidated interim financial report has been prepared in accordance with the accounting policies applied in the most recent annual financial statements. For further information please refer to GeoPark Limited's consolidated financial statements for the year ended 31 December 2012.

The comparative information for the period ended 30 June 2012 has been restated from the original condensed financial statements at that date to include the final estimation of the purchase price allocation for the business combination related to the acquisition in Colombia shown in Note 14.

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 Company are not subject to significant seasonal changes.

Leases in which substantially all of the risks and rewards of ownership are transferred to the lessee are classified as finance leases. Under a finance lease, the Company as lessor has to recognize an amount receivable equal to the aggregate of the minimum lease payments plus any unguaranteed residual value accruing to the lessor, discounted at the interest rate implicit in the lease (see Note 9).

New and amended standards adopted by the Group

As from 1 January, 2013, the Company applied IFRS 10, 'Consolidated financial statements", IFRS 11, 'Joint arrangements', IFRS 12, 'Disclosures of interests in other entities'. Those standards did not materially affect the Company's financial condition or results of the operations.

F-10

Also, as from 1 January 2013 the Company applied IFRS 13 "Fair value measurement" . This standard has not have a significant impact on the balances recorded in the financial statements but would require the company to apply different valuation techniques to certain items (e.g. debt acquired as part of a business combination) recognised at fair value as and when they arise in the future.

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 condensed consolidated interim 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 consolidated financial statements for the year ended 31 December 2012.

Financial risk management

The Company'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 financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Company's annual financial statements as at 31 December 2012.

There have been no changes in the risk management since year end or in any risk management policies.

F-11

Subsidiary undertakings

The following chart illustrates the Group structure (*) as of 30 June 2013:

(*)     LG International is not a subsidiary, instead of it is Non-controlling interest.

During 2013, with the purpose of conducting its multilocation activities and for allowing future business structures, the Company has incorporated certain wholly owned subsidiaries, that are dormant companies at the date of the issuance of these interim financial statements.

F-12

Details of the subsidiaries and jointly controlled assets of the Company are set out below:

	Name and registered office	Ownership interest
Subsidiaries	GeoPark Argentina Ltd.—Bermuda	100%
	GeoPark Argentina Ltd.—Argentine Branch	100%(a)
	GeoPark Latin America	100%
	GeoPark Latin America—Agencia en Chile	100%(a)
	GeoPark S.A. (Chile)	100%(a)(b)
	GeoPark Brazil Exploracao y Producao de Petróleo e Gas Ltda. (Brazil)	100%
	GeoPark Chile S.A. (Chile)	80%(a)(c)
	GeoPark Fell S.p.A. (Chile)	80%(a)(c)
	GeoPark Magallanes Limitada (Chile)	80%(a)(c)
	GeoPark TdF S.A. (Chile)	69%(a)(d)
	GeoPark Colombia S.A. (Chile)	80%(a)(c)
	GeoPark Luna SAS (Colombia)	100%(a)(e)(f)
	GeoPark Colombia SAS (Colombia)	100%(a)(e)(f)
	GeoPark Llanos SAS (Colombia)	100%(a)(e)(f)
	La Luna Oil Co. Ltd. (Panama)	100%(a)(e)(f)
	GeoPark Colombia PN S.A. (Panama)	100%(a)(e)(f)
	GeoPark Cuerva LLC (United States)	100%(a)(e)(f)
	Sucursal La Luna Oil Co. Ltd. (Colombia)	100%(a)(e)(f)
	Sucursal GeoPark Colombia PN S.A. (Colombia)	100%(a)(e)(f)
	Sucursal GeoPark Cuerva LLC (Colombia)	100%(a)(e)(f)
	GeoPark Brazil S.p.A. (Chile)	100%(a)(b)
	Raven Pipeline Company LLC (United States)	23.5%(b)
	GeoPark Colombia Cooperatie U.A. (The Netherlands)	100%(b)
	GeoPark Brazil Cooperatie U.A. (The Netherlands)	100%(b)
Jointly controlled assets	Tranquilo Block (Chile)	29%
	Otway Block (Chile)	100%(g)
	Flamenco Block (Chile)	50%(h)
	Isla Norte Block (Chile)	60%(h)
	Campanario Block (Chile)	50%(h)

(a)     Indirectly owned.

(b)     Dormant companies.

(c)     LG International has 20% interest.

(d)     LG International has 20% interest through GeoPark Chile S.A. and a 14% direct interest.

(e)     During the first quarter of 2012, the Company entered into a business combination acquiring 100% interest in each entity (see Note 14).

(f)      During 2013, the Company has started a merger process by which a sole company will continue the operations related to the referred companies. The Company estimates that the process will be completed by year end.

(g)     In April 2013, the Group voluntarily relinquished to the Chilean Government all of our acreage in the Otway Block, except for 49,421 acres. In May 2013, our partners under the joint operating agreement governing the Otway Block decided to withdraw from such joint operating agreement and to apply to withdraw from the Otway Block CEOP, such that, subject to the Chilean Ministry of Energy's approval, the Group will be the sole participant, and have a working interest of 100%, in our two remaining areas in the Otway Block.

(h)     GeoPark is the operator in all blocks with a share of 60% for Isla Norte Block and 50% for the other 2 blocks (See Note 16).

F-13

Note 2  

Net revenue

Amounts in US$ '000	Six-months period ended 30 June 2013		Six-months period ended 30 June 2012		Year ended 31 December 2012
Sale of crude oil		149,817		104,893		221,564
Sale of gas		10,989		17,098		28,914
		160,806		121,991		250,478

Note 3  

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 strategic steering committee. This committee is integrated by the CEO, Managing Director, CFO and managers in charge of the Geoscience, Drilling, Operations and SPEED departments. This committee reviews the Group's internal reporting in order 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 strategic steering committee assesses the performance of the operating segments based on a measure of adjusted earnings before interest, tax, depreciation, amortisation and certain non cash items such as write offs and share based payments (Adjusted EBITDA). This measurement basis excludes the effects of non-recurring expenditure from the operating segments, such as impairments when it is result of an isolated, non-recurring event. Interest income and expenditure are not included in the result for each operating segment that is reviewed by the strategic steering committee. Other information provided, except as noted below, to the strategic steering committee is measured in a manner consistent with that in the financial statements.

Six-months period ended 30 June 2013

Amounts in US$ '000	Total		Argentina			Chile		Brazil			Colombia		Corporate
NET REVENUE		160,806		733			82,855		—			77,218		—
GROSS PROFIT		79,659		19			49,167		—			30,473		—
OPERATING PROFIT / (LOSS)		41,889		(1,822	)		33,239		(1,365	)		17,801		(5,964	)
Adjusted EBITDA		84,014		(1,284	)		52,267		(1,341	)		38,296		(3,924	)

F-14

Six-months period ended 30 June 2012

Amounts in US$ '000	Total		Argentina			Chile		Brazil		Colombia		Corporate
NET REVENUE		121,991		664			85,320		—		36,007		—
GROSS PROFIT		67,323		146			52,135		—		14,888		154
OPERATING PROFIT / (LOSS)		35,168		(2,714	)		36,572		—		4,625		(3,315	)
Adjusted EBITDA		70,274		(808	)		59,028		—		15,310		(3,256	)

Total Assets	Total		Argentina		Chile		Brazil		Colombia		Corporate
30 June 2013		808,310		7,207		424,743		31,200		259,640		85,520
31 December 2012		628,017		6,108		405,674		—		213,202		3,033
30 June 2012		563,166		6,108		377,165		—		177,552		2,341

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

	Six-months period ended 30 June 2013			Six-months period ended 30 June 2012
Adjusted EBITDA for reportable segments		84,014			70,274
Depreciation		(32,605	)		(23,395	)
Accrual of stock awards		(3,486	)		(2,415	)
Write-off of unsuccessful efforts		(11,788	)		(8,564	)
Others		5,754			(732	)
Operating profit		41,889			35,168
Financial results		(20,562	)		(7,344	)
Bargain purchase gain on acquisition of subsidiaries		—			8,401
Profit before tax		21,327			36,225

Note 4  

Production costs

Amounts in US$ '000	Six-months period ended 30 June 2013		Six-months period ended 30 June 2012		Year ended 31 December 2012
Depreciation		31,898		22,950		52,307
Royalties		8,650		6,283		11,424
Staff costs		7,518		4,310		14,171
Transportation costs		4,946		3,213		7,211
Well and facilities maintenance		9,003		4,127		9,385
Consumables		6,610		3,996		9,884
Equipment rental		2,360		3,044		5,936
Other costs		10,162		6,745		18,917
		81,147		54,668		129,235

F-15

Note 5  

Exploration costs

Amounts in US$ '000	Six-months period ended 30 June 2013			Six-months period ended 30 June 2012			Year ended 31 December 2012
Staff costs		4,084			1,587			4,418
Allocation to capitalised project		(1,145	)		(736	)		(1,849	)
Write-off of unsuccessful efforts		11,788			8,564			25,552
Amortisation of other long-term liabilities related to unsuccessful efforts		(600	)		—			(1,500	)
Recovery of abandonments costs		(759	)		—			—
Other services		219			784			1,269
		13,587			10,199			27,890

Note 6  

Administrative costs

Amounts in US$ '000	Six-months period ended 30 June 2013		Six-months period ended 30 June 2012		Year ended 31 December 2012
Staff costs		9,976		6,136		9,575
Consultant fees		3,082		2,551		5,122
New projects		661		533		2,927
Office expenses		781		956		3,293
Director fees and allowance		992		1,067		1,516
Travel expenses		1,190		534		1,563
Depreciation		707		445		1,010
Other administrative expenses		3,341		1,340		3,792
		20,730		13,562		28,798

Note 7  

Financial income

Amounts in US$ '000	Six-months period ended 30 June 2013		Six-months period ended 30 June 2012		Year ended 31 December 2012
Exchange difference		2		70		348
Interest received		602		248		544
		604		318		892

F-16

Note 8  

Financial expenses

Amounts in US$ '000	Six-months period ended 30 June 2013			Six-months period ended 30 June 2012			Year ended 31 December 2012
Bank charges and other financial costs		1,568			838			1,764
Bond GeoPark Fell SpA cancellation costs (Note 11)		8,603			—			—
Exchange difference		1,483			1,045			2,429
Unwinding of long-term liabilities		505			298			1,262
Interest and amortisation of debt issue costs		9,931			6,132			13,114
Less: amounts capitalised on qualifying assets		(924	)		(651	)		(1,369	)
		21,166			7,662			17,200

Note 9  

Property, plant and equipment

Amounts in US$'000	Oil & gas properties			Furniture, equipment and vehicles			Production facilities and machinery			Buildings and improvements			Construction in progress			Exploration and evaluation assets			Total
Cost at 1 January 2012		171,956			2,175			47,102			2,437			32,896			42,140			298,706
Additions		1,083			548			351			—			28,332			54,585			84,899
Disposals		(48	)		(60	)		(17	)		—			—			—			(125	)
Write-off and impairment(1)		—			—			—			—			—			(8,564	)		(8,564	)
Transfers		51,679			—			5,835			466			(36,148	)		(21,832	)		—
Acquisitions of subsidiaries		62,384			481			10,865			—			9,359			27,884			110,973
Cost at 30 June 2012		287,054			3,144			64,136			2,903			34,439			94,213			485,889
Cost at 1 January 2013		344,371			3,576			86,949			3,198			54,025			93,106			585,225
Additions		2,502			1,128			10			47			59,479			83,979			147,145
Disposals(2)		(546	)		(22	)		(15,870	)		—			—			—			(16,438	)
Write-off and impairment(1)		—			—			—			—			—			(11,788	)		(11,788	)
Transfers		77,166			—			14,963			927			(61,433	)		(31,623	)		—
Cost at 30 June 2013		423,493			4,682			86,052			4,172			52,071			133,674			704,144
Depreciation and write-down at 1 January 2012		(53,604	)		(1,123	)		(18,628	)		(716	)		—			—			(74,071	)
Depreciation		(19,126	)		(322	)		(3,810	)		(137	)		—			—			(23,395	)
Depreciation and write-down at 30 June 2012		(72,730	)		(1,445	)		(22,438	)		(853	)		—			—			(97,466	)
Depreciation and write-down at 1 January 2013		(98,156	)		(1,836	)		(26,336	)		(1,060	)		—			—			(127,388	)
Depreciation		(27,418	)		(427	)		(4,480	)		(280	)		—			—			(32,605	)
Depreciation and write-down at 30 June 2013		(125,574	)		(2,263	)		(30,816	)		(1,340	)		—			—			(159,993	)
Carrying amount at 30 June 2012		214,324			1,699			41,698			2,050			34,439			94,213			388,423
Carrying amount at 30 June 2013		297,919			2,419			55,236			2,832			52,071			133,674			544,151

(1)      Corresponds to write-off of Exploration and evaluation assets in Colombia US$ 3,035,000 (US$ 2,619,000 in 2012) and Chile US$ 8,753,000 (US$ 5,945,000 in 2012).

(2)     During 2013, the Company entered into a finance lease for which it has transferred a substantial portion of the risk and rewards of some assets which had a book value of US$ 14.1 million. As of 30 June 2013 trade receivables include receivables under finance leases for amount of US$ 7.8 million, which US$ 6.3 million are maturity no later than one year and US$ 1.5 million between one and five years. Total unearned interest income amounts to US$ 1.5 million.

F-17

Note 10  

Share capital

Issued share capital	Six-months period ended 30 June 2013		Six-months period ended 30 June 2012		Year ended 31 December 2012
Common stock (US$ '000)		43		43		43
The share capital is distributed as follows:
Common shares, of nominal US$0.001		43,495,585		42,474,274		43,495,585
Total common shares in issue		43,495,585		42,474,274		43,495,585
Authorised share capital
US$ per share		0.001		0.001		0.001
Number of common shares (US$0.001 each)		5,171,969,000		5,171,969,000		5,171,969,000
Amount in US$		5,171,969		5,171,969		5,171,969

Note 11  

Borrowings

The outstanding amounts are as follows:

Amounts in US$ '000	At 30 June 2013		At 30 June 2012		Year ended 31 December 2012
Bond GeoPark Latin America Agencia en Chile(a)		299,577		—		—
Bond GeoPark Fell SpA(b)		—		128,838		129,452
Methanex Corporation(c)		—		8,041		8,036
Banco de Crédito e Inversiones(d)		2,219		7,899		7,859
Overdrafts(e)		—		10,114		10,000
Banco Itaú(f)		—		—		37,685
		301,796		154,892		193,032

Classified as follows:

Current	11,172	27,488	27,986
Non-Current	290,624	127,404	165,046

(a)   During February 2013, the Company successfully placed US$ 300 million notes which were offered under Rule 144A and Regulation S exemptions of the United States Securities laws.

The Notes, issued by the Company's wholly-owned subsidiary GeoPark Latin America Limited Agencia en Chile ("the Issuer"), were priced at 99.332% and will carry a coupon of 7.50% per annum to yield 7.625% per annum. Final maturity of the notes will be 11 February 2020. The Notes are guaranteed by GeoPark Limited and GeoPark Latin America Chilean Branch and are secured with a pledge of all of the equity interests of the Issuer in GeoPark Chile S.A. and GeoPark Colombia S.A. and a pledge of certain intercompany loans. Notes were rated single B by both Standard & Poor's and Fitch Ratings.

The net proceeds of the notes were partially used to repay debt of approximately US$ 170 million, including the existing Reg S Notes due 2015 and the Itaú loan. The remaining proceeds will be used to finance the Company's expansion plans in the region. The transaction extends GeoPark's debt maturity

F-18

significantly, allowing the Company to allocate more resources to its investment and inorganic growth programs in the coming years.

(b)   Private placement of US$ 133,000,000 of Reg S Notes on 2 December 2010. The Notes carried a coupon of 7.75% per annum and mature on 15 December 2015. These Notes were fully repaid in March 2013.

(c)   The financing obtained in 2007, for development and investing activities on the Fell Block, was structured as a gas pre-sale agreement with a six year pay-back period and an interest rate of LIBOR flat. The loan has been fully repaid during 2013.

In addition on 30 October 2009 another financing agreement was signed with Methanex Corporation under which Methanex have funded GeoPark's portions of cash calls for the Otway Joint Venture for US$ 3,100,000. This financing did not bear interest. The loan was fully repaid during 2012.

(d)   Facility to establish the operational base in the Fell Block. This facility was acquired through a mortgage loan granted by the Banco de Crédito e Inversiones (BCI), a Chilean private bank. The loan was granted in Chilean pesos and is repayable over a period of 8 years. The interest rate applicable to this loan is 6.6%. The outstanding amount at 30 June 2013 is US$ 273,000.

During the last quarter of 2011, GeoPark TdF obtained short-term financing from BCI. This financing is structured as letter of credit with a pledge of the seismic equipment acquired to start the operations in the new blocks. The maturity is February 2014 and the applicable interest rate ranging from 4.45% to 5.45%. The outstanding amount at 30 June 2013 is US$ 1,946,000.

(e)   At 30 June 2013, the Group has credit lines available with several banks for approximately US$ 52,000,000.

(f)   GeoPark Limited executed a loan agreement with Banco Itaú BBA S.A., Nassau Branch for US$ 37,500,000. GeoPark used the proceeds to finance the acquisition and development of the La Cuerva and Llanos 62 blocks. This loan was fully repaid in February 2013.

Note 12  

Provision for other long-term liabilities

The outstanding amounts are as follows:

Amounts in US$ '000	At 30 June 2013		At 30 June 2012		Year ended 31 December 2012
Assets retirement obligation and other environmental liabilities		19,140		13,013		16,213
Deferred income		6,119		6,521		7,369
Other		756		2,305		2,409
		26,015		21,839		25,991

F-19

Note 13  

Trade and other payables

The outstanding amounts are as follows:

Amounts in US$ '000	At 30 June 2013		At 30 June 2012		Year ended 31 December 2012
Trade payables		89,396		47,499		54,890
Payables to related parties(1)		8,465		—		—
Staff costs to be paid		5,085		3,274		5,867
Royalties to be paid		4,151		4,189		3,909
Taxes and other debts to be paid		5,718		7,194		5,418
To be paid to co-venturers		4,917		3,842		2,007
		117,732		65,998		72,091

(1)   In December 2012, LGI entered into GeoPark's operations in Colombia through the acquisition of a 20% of interest in GeoPark Colombia S.A. As part of the transaction, LGI committed to fund the operations in Colombia through loans (See Note 35 to the audited Consolidated Financial Statements as of 31 December 2012).

Note 14  

Acquisitions in Colombia

In February 2012, GeoPark acquired two privately-held exploration and production companies operating in Colombia, Winchester Oil and Gas S.A. and La Luna Oil Company Limited S.A. ("Winchester Luna").

In March 2012, a second acquisition occurred with the purchase of Hupecol Cuerva LLC ("Hupecol"), a privately-held company with two exploration and production blocks in Colombia.

The following table summarises the combined consideration paid for Winchester Luna and Hupecol, the fair value of assets acquired and liabilities assumed for these transactions:

Amounts in US$ '000	Hupecol			Winchester Luna			Total
Cash (including working capital adjustments)		79,630			32,243			111,873
Total consideration		79,630			32,243			111,873
Cash and cash equivalents		976			5,594			6,570
Property, plant and equipment (including mineral interest)		73,791			37,182			110,973
Trade receivables		4,402			4,098			8,500
Prepayments and other receivables		5,640			2,983			8,623
Deferred income tax assets		10,344			5,262			15,606
Inventories		10,596			1,612			12,208
Trade payables and other debt		(20,487	)		(11,981	)		(32,468	)
Borrowings		—			(1,368	)		(1,368	)
Provision for other long-term liabilities		(5,632	)		(2,738	)		(8,370	)
Total identifiable net assets		79,630			40,644			120,274
Bargain purchase gain on acquisition of subsidiaries		—			8,401			8,401

In 2012, the results of the operations corresponding to Winchester Luna and Hupecol were consolidated since the acquisition date, February and April, respectively.

See Note 35 to the audited Consolidated Financial Statements as of 31 December 2012.

F-20

Note 15  

Entry in Brazil

Proposed acquisition in Brazil

GeoPark entered into Brazil with the proposed 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 Brazil 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 Petróleo 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 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. This is expected to occur during the second half of 2013.

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 211 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).

•

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.

F-21

New operations in Brazil

On 14 May 2013, the Company has been awarded seven new licenses in the Brazilian Round 11 of which two are in the Reconcavo Basin in the State of Bahia and five are in the Potiguar Basin in the State of Rio Grande do Norte.

The licensing round was organized by the ANP and all proceedings and bids have been made public. The winning bids are subject to final approval of ANP, which is expected to occur during the third quarter of 2013.

For its winning bids on the seven blocks, GeoPark has committed to invest a minimum of US$15.3 million (including bonus and work program commitment) during the first 3 years of the exploratory period. The new blocks cover an area of approximately 54,850 acres.

On 25 June 2013, the Company contributed US$ 31 million to the Brazilian subsidiary as a capital contribution.

Note 16  

Drilling operations start-up in Tierra del Fuego

In April 2013, the Company has started the exploration drilling in Tierra del Fuego in Chile in its partnership with Empresa Nacional de Petroleo de Chile ("ENAP") with the spudding of the Chercán 1 well on the Flamenco Block. Chercán 1 is the first of 21 exploratory wells on the Flamenco, Campanario and Isla Norte Blocks in Tierra del Fuego as part of an estimated US$ 100 million investment commitment during the First Exploration Period. As of the date of this interim consolidated financial report, more than 1,200 sq km of 3D seismic have been carried out over the three blocks; out of a total 3D seismic program of approximately 1,500 sq km.

F-22

GeoPark Holdings Limited

Consolidated financial statements

As of and for the year ended 31 December 2012

F-23

GeoPark Holdings Limited
31 December 2012

Contents

Report of independent registered public accounting firm	F-25
Consolidated statement of income	F-26
Consolidated statement of comprehensive income	F-26
Consolidated statement of financial position	F-27
Consolidated statement of changes in equity	F-28
Consolidated statement of cash flow	F-29
Notes to the consolidated financial statements	F-30
Supplemental information on oil and gas producing activities	F-73

F-24

Report of independent registered public accounting firm

To the Board of Directors and Shareholders of
GeoPark Holdings Limited

In our opinion, the accompanying consolidated statement of financial position and the related consolidated statements of income, comprehensive income, changes in equity, and cash flow present fairly, in all material respects, the financial position of GeoPark Holdings Limited and its subsidiaries at December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the two years in the periods ended December 31, 2012 and 2011 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRICE WATERHOUSE & CO. S.R.L.

By	/s/ Carlos Martín Barbafina
	(Partner)

Buenos Aires, Argentina
July 17, 2013

F-25

GeoPark Holdings Limited
31 December 2012
Consolidated statement of income

Amounts in US$ '000	Note		2012			2011
NET REVENUE		7		250,478			111,580
Production costs		8		(129,235	)		(54,513	)
GROSS PROFIT				121,243			57,067
Exploration costs		11		(27,890	)		(10,066	)
Administrative costs		12		(28,798	)		(18,169	)
Selling expenses		13		(24,631	)		(2,546	)
Other operating income (expenses)				823			(502	)
OPERATING PROFIT				40,747			25,784
Financial income		14		892			162
Financial expenses		15		(17,200	)		(13,678	)
Bargain purchase gain on acquisition of subsidiaries		35		8,401			—
PROFIT BEFORE INCOME TAX				32,840			12,268
Income tax		16		(14,394	)		(7,206	)
PROFIT FOR THE YEAR				18,446			5,062
Attributable to:
Owners of the Company				11,879			54
Non-controlling interest				6,567			5,008
Earnings per share (in US$) for profit attributable to owners of the Company. Basic		18		0.28			0.00
Earnings per share (in US$) for profit attributable to owners of the Company. Diluted		18		0.27			0.00

Consolidated statement of comprehensive income

Amounts in US$ '000	2012		2011
Income for the year		18,446		5,062
Other comprehensive income:		—		—
Total comprehensive Income for year		18,446		5,062
Attributable to:
Owners of the Company		11,879		54
Non-controlling interest		6,567		5,008

The notes on pages F-30 to F-72 are an integral part of these consolidated financial statements.

F-26

GeoPark Holdings Limited
31 December 2012
Consolidated statement of financial position

Amounts in US$ '000	Note		2012			2011
ASSETS
NON CURRENT ASSETS
Property, plant and equipment		19		457,837			224,635
Prepaid taxes		21		10,707			2,957
Other financial assets		24		7,791			5,226
Deferred income tax asset		17		13,591			450
Prepayments and other receivables		23		510			707
TOTAL NON CURRENT ASSETS				490,436			233,975
CURRENT ASSETS
Other financial assets		24		—			3,000
Inventories		22		3,955			584
Trade receivables		23		32,271			15,929
Prepayments and other receivables		23		49,620			24,984
Prepaid taxes		21		3,443			147
Cash at bank and in hand		24		48,292			193,650
TOTAL CURRENT ASSETS				137,581			238,294
TOTAL ASSETS				628,017			472,269
TOTAL EQUITY
Equity attributable to owners of the Company
Share capital		25		43			43
Share premium				116,817			112,231
Reserves				128,421			115,164
Accumulated losses				(5,860	)		(18,549	)
Attributable to owners of the Company				239,421			208,889
Non-controlling interest				72,665			41,763
TOTAL EQUITY				312,086			250,652
LIABILITIES
NON CURRENT LIABILITIES
Borrowings		26		165,046			134,643
Provisions and other long-term liabilities		27		25,991			9,412
Deferred income tax liability		17		17,502			13,109
TOTAL NON CURRENT LIABILITIES				208,539			157,164
CURRENT LIABILITIES
Borrowings		26		27,986			30,613
Current income tax liabilities				7,315			187
Trade and other payable		28		54,890			28,535
Provisions for other liabilities		29		17,201			5,118
TOTAL CURRENT LIABILITIES				107,392			64,453
TOTAL LIABILITIES				315,931			221,617
TOTAL EQUITY AND LIABILITIES				628,017			472,269

The financial statements were approved by the Board of Directors on July 17, 2013.

The notes on pages F-30 to F-72 are an integral part of these consolidated financial statements.

F-27

GeoPark Holdings Limited
31 December 2012
Consolidated statement of changes in equity

	Attributable to owners of the company
Amount in US$ '000	Share capital		Share premium		Other reserve		Translation reserve		Accumulated losses			Non-controlling interest		Total
Equity at 1 January 2011		42		107,858		3,025		894		(19,527	)		—		92,292
Comprehensive income:
Profit for the year		—		—		—		—		54			5,008		5,062
Total Comprehensive Income for the Year 2011		—		—		—		—		54			5,008		5,062
Transactions with owners:
Proceeds from transaction with Non-controlling interest (Notes 25 and 35)		—		—		111,245		—		—			36,755		148,000
Share-based payment (Note 30)		1		4,373		—		—		924			—		5,298
Total 2011		1		4,373		111,245		—		924			36,755		153,298
Balances at 31 December 2011		43		112,231		114,270		894		(18,549	)		41,763		250,652
Comprehensive income:
Profit for the year		—		—		—		—		11,879			6,567		18,446
Total Comprehensive Income for the Year 2012		—		—		—		—		11,879			6,567		18,446
Transactions with owners:
Proceeds from transaction with Non-controlling interest (Notes 25 and 35)		—				13,257		—		—			24,335		37,592
Share-based payment (Note 30)		—		4,586		—		—		810			—		5,396
Total 2012		—		4,586		13,257		—		810			24,335		42,988
Balances at 31 December 2012		43		116,817		127,527		894		(5,860	)		72,665		312,086

The notes on pages F-30 to F-72 are an integral part of these consolidated financial statements.

F-28

GeoPark Holdings Limited
31 December 2012
Consolidated statement of cash flow

Amounts in US$ '000	Note		2012			2011
Cash flows from operating activities
Income for the year				18,446			5,062
Adjustments for:
Income tax for the year		16		14,394			7,206
Depreciation of the year		9		53,317			26,408
Loss on disposal of property, plant and equipment				546			2,010
Write-off of unsuccessful efforts		11		25,552			5,919
Impairment loss		11		—			1,344
Accrual of interest on borrowings				12,478			11,130
Amortisation of other long-term liabilities		27		(2,143	)		(1,038	)
Unwinding of long-term liabilities		27		1,262			350
Accrual of share-based payment		10		5,396			5,298
Exchange difference generated by borrowings				35			(15	)
Gain on acquisition of subsidiaries				(8,401	)		—
Deferred income		27		5,550			5,000
Income tax paid				(408	)		—
Changes in working capital		5		5,778			89
Cash flows from operating activities—net				131,802			68,763
Cash flows from investing activities
Purchase of property, plant and equipment				(198,204	)		(98,651	)
Acquisitions of companies, net of cash acquired		35		(105,303	)		—
Purchase of financial assets				—			(2,625	)
Cash flows used in investing activities—net				(303,507	)		(101,276	)
Cash flows from financing activities
Proceeds from borrowings				37,200			9,668
Proceeds from transaction with non-controlling interest				12,452			142,000
Principal paid				(12,382	)		(9,150	)
Interest paid				(10,895	)		(10,779	)
Cash flows from financing activities—net				26,375			131,739
Net (decrease) increase in cash and cash equivalents				(145,330	)		99,226
Cash and cash equivalents at 1 January				183,622			84,396
Cash and cash equivalents at the end of the year				38,292			183,622
Ending Cash and cash equivalents are specified as follows:
Cash in bank				48,268			193,642
Cash in hand				24			8
Bank overdrafts				(10,000	)		(10,028	)
Cash and cash equivalents				38,292			183,622

The notes on pages F-30 to F-72 are an integral part of these consolidated financial statements.

F-29

GeoPark Holdings Limited
31 December 2012
Notes

Note 1  General information

GeoPark Holdings Limited (the Company) is a company incorporated under the laws of Bermuda. The Registered office address is Cumberland House, 9^th Floor, 1 Victoria Street, Hamilton HM 11, Bermuda. The Company has a representative office at 35 Piccadilly, London, United Kingdom.

The principal activity of the Company and its subsidiaries ("the Group") are exploration, development and production for oil and gas reserves in Chile, Colombia and Argentina. The Group has working interests and/or economic interests in 19 hydrocarbon blocks.

The Group was founded in 2002. The first acquisition was the purchase of AES Corporation's upstream oil and natural gas assets in Chile and Argentina. Those assets included a non-operating working interest in the Fell block in Chile, which at that time was operated by Empresa Nacional de Petróleo ("ENAP"), the Chilean state-owned hydrocarbon company, and operating working interests in the Del Mosquito, Cerro Doña Juana and Loma Cortaderal blocks in Argentina. In 2006, the Group was awarded a 100% operating working interest in the Fell block by the Republic of Chile. In 2008 and 2009, the Group continued the growth in Chile by acquiring operating working interests in each of the Otway and Tranquilo blocks. In 2011, the Group was awarded operating working interests in each of the Isla Norte, Flamenco and Campanario blocks in Tierra del Fuego, Chile, and in 2012, the Group formalized and entered into special operation contracts (Contratos Especiales de Operación para la Exploración y Explotación de Yacimientos de Hidrocarburos) (each, a "CEOP") with Chile for the exploitation and exploration of these blocks. In the first quarter of 2012, GeoPark extended its footprint to Colombia by acquiring three privately held Exploration and Production ("E&P") companies, Winchester, La Luna and Cuerva, that includes working interests and/or economic interests in 10 blocks located in the Llanos, Magdalena and Catatumbo basins.

The Company is quoted on the AIM London Stock Exchange. Also its shares are authorized for trading on the Santiago Off-Shore Stock Exchange, in US$ under the trading symbol "GPK".

These consolidated financial statements were authorised for issue by the Board of Directors on July 17, 2013.

Note 2  Summary of significant accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to the years presented, unless otherwise stated.

2.1 Basis of preparation

The consolidated financial statements of GeoPark Holdings Limited have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

The consolidated financial statements are presented in thousands (US$'000) of United States Dollars and all values are rounded to the nearest thousand (US$'000), except where otherwise indicated.

F-30

The consolidated financial statements have been prepared on a historical cost basis.

The preparation of financial statements in conformity with IFRS 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. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in this note under the title "Accounting estimates and assumptions".

2.1.1 Changes in accounting policy and disclosure

New and amended standards adopted by the Group

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 January 2012 that would be expected to have a material impact on the Group.

New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2012 and not early adopted

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements.

The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. The Group is yet to assess IFRS 9's full impact and intends to adopt IFRS 9 no later than the accounting period beginning on or after 1 January 2015.

IFRS 10, 'Consolidated financial statements" builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. The company applied IFRS 10 from 1 January 2013 and this standard did not materially affect the Company's financial condition or results of the operations.

IFRS 11, 'Joint arrangements', establishes principles for financial reporting by entities that have an interest in arrangements that are controlled jointly. IFRS 11 defines joint control and requires an entity that is a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and to account for those rights and obligations in accordance with that type of joint arrangement. The company applied IFRS 11 from 1 January 2013 and this standard did not materially affect the Company's financial condition or results of the operations.

IFRS 12, 'Disclosures of interests in other entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. . The company applied IFRS 10 from 1 January 2013 and this standard did not materially affect the Company's financial condition or results of the operations.

F-31

IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. The company applied IFRS 13 from 1 January 2013 and it has not have a significant impact on the balances recorded in the financial statements as at 31 December 2012 but would require the company to apply different valuation techniques to certain items (e.g. debt acquired as part of a business combination) recognised at fair value as and when they arise in the future.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

Management assessed the relevance of other new standards, amendments or interpretations not yet effective and concluded that they are not relevant to Group.

2.2 Going concern

The Directors regularly monitor the Group's cash position and liquidity risks throughout the year to ensure that it has sufficient funds to meet forecast operational and investment funding requirements. Sensitivities are run to reflect latest expectations of expenditures, oil and gas prices and other factors to enable the Group to manage the risk of any funding short falls and/or potential loan covenant breaches.

Considering macroeconomic environment conditions, the performance of the operations, the US$ 300 million debt fund raising completed in February 2013 and Group's cash position, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Group has adequate resources to continue with its investment programme to increase oil and gas reserves, production and revenues and meeting all its obligations for the foreseeable future. For this reason, the Directors have continued to adopt the going concern basis in preparing the consolidated financial statements.

2.3 Consolidation

The consolidated financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to the Balance Sheet date. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain benefits from its activities, generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.

Acquisition-related costs are expensed as incurred.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this

F-32

consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Intercompany transactions, balances and unrealised gains on transactions between the Group and its subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

2.4 Segment reporting

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 strategic steering committee that makes strategic decisions. This committee consists of the CEO, Managing Director, CFO and managers in charge of the Exploration, Development, Drilling, Operations and SPEED departments. This committee reviews the Group's internal reporting in order to assess performance and allocate resources. Management has determined the operating segments based on these reports.

2.5 Foreign currency translation

a) Functional and presentation currency

The consolidated financial statements are presented in US Dollars, which is the Group's presentation currency.

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of Group companies incorporated in Chile, Colombia and Argentina is the US Dollar.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Income.

2.6 Joint operations

The Company's interests in oil and gas related joint operations and other agreements involved in oil and gas exploration and production, have been consolidated line by line on the basis of the Company's proportional share in their assets, liabilities, revenues, costs and expenses.

2.7 Revenue recognition

Revenue from the sale of crude oil and gas is recognised in the Statement of Income when risk transferred to the purchaser, and if the revenue can be measured reliably and is expected to be received. Revenue is shown net of VAT, discounts related to the sale and overriding royalties due to the ex-owners of oil and gas properties where the royalty arrangements represent a retained working interest in the property.

F-33

2.8 Production costs

Production costs include wages and salaries incurred to achieve the net revenue for the year. Direct and indirect costs of raw materials and consumables, rentals and leasing, property, plant and equipment depreciation and royalties are also included within this account.

2.9 Financial costs

Financial costs include interest expenses, realised and unrealised gains and losses arising from transactions in foreign currencies and the amortisation of financial assets and liabilities. The Company has capitalised borrowing cost for wells and facilities that were initiated after 1 January 2009. Amounts capitalised totalled US$ 1,368,952 (US$ 597,127 in 2011).

2.10 Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation, and impairment if applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items; including provisions for asset retirement obligation.

Oil and gas exploration and production activities are accounted for in accordance with the successful efforts method on a field by field basis. The Group accounts for exploration and evaluation activities in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, capitalizing exploration and evaluation costs until such time as the economic viability of producing the underlying resources is determined. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Exploration and evaluation costs may include: license acquisition, geological and geophysical studies (i.e.: seismic), direct labour costs and drilling costs of exploratory wells. No depreciation and/or amortisation are charged during the exploration and evaluation phase. Upon completion of the evaluation phase, the prospects are either transferred to oil and gas properties or charged to expense (exploration costs) in the period in which the determination is made depending whether they have found reserves or not. If not developed, exploration and evaluation assets are written off after three years unless, it can be clearly demonstrated that the carrying value of the investment is recoverable.

A charge of US$ 25,552,000 has been recognised in the Consolidated Statement of Income within Exploration costs (US$ 5,919,000 in 2011) for write-offs in Argentina, Colombia and Chile (see Note 11).

All field development costs are considered construction in progress until they are finished and capitalised within oil and gas properties, and are subject to depreciation once complete. Such costs may include the acquisition and installation of production facilities, development drilling costs (including dry holes, service wells and seismic surveys for development purposes), project-related engineering and the acquisition costs of rights and concessions related to proved properties.

Workovers of wells made to develop reserves and/or increase production are capitalized as development costs. Maintenance costs are charged to income when incurred.

Capitalised costs of proved oil and gas properties and production facilities and machinery are depreciated on a licensed area by the licensed area basis, using the unit of production method, based on commercial proved and probable reserves. The calculation of the "unit of production" depreciation takes into account estimated future finding and development costs and is based on current year end unescalated price levels.

F-34

Changes in reserves and cost estimates are recognised prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Depreciation of the remaining property, plant and equipment assets (i.e. furniture and vehicles) not directly associated with oil and gas activities has been calculated by means of the straight line method by applying such annual rates as required to write-off their value at the end of their estimated useful lives. The useful lives range between 3 years and 10 years.

Depreciation is allocated in the Consolidated Statement of Income as production, exploration and administrative expenses, based on the nature of the associated asset.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (see Impairment of non-financial assets in Note 2.12).

2.11 Provisions and other long-term liabilities

Provisions for asset retirement obligations, deferred income, restructuring obligations and legal claims are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

2.11.1 Asset retirement obligation

The Group records the fair value of the liability for asset retirement obligations in the period in which the wells are drilled. When the liability is initially recorded, the Group capitalises the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value at each reporting period, and the capitalized cost is depreciated over the estimated useful life of the related asset. According to interpretations and application of current legislation and on the basis of the changes in technology and the variations in the costs of restoration necessary to protect the environment, the Group has considered it appropriate to periodically re-evaluate future costs of well-capping. The effects of this recalculation are included in the financial statements in the period in which this recalculation is determined and reflected as an adjustment to the provision and the corresponding property, plant and equipment asset.

2.11.2 Deferred income

Relates to contributions received in cash from the Group's clients to improve the project economics of gas wells. The amounts collected are reflected as a deferred income in the balance sheet and recognised in the Consolidated Statement of Income over the productive life of the associated wells. The depreciation of the gas wells that generated the deferred income is charged to the Consolidated Statement of Income simultaneously with the amortisation of the deferred income.

F-35

2.12 Impairment of non-financial assets

Assets that are not subject to depreciation and/or amortisation (i.e.: exploration and evaluation assets) are tested annually for impairment. Assets that are subject to depreciation and/or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units), generally a licensed area. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.

No asset should be kept as an exploration and evaluation asset for a period of more than three years, except if it can be clearly demonstrated that the carrying value of the investment will be recoverable.

In 2012, no charge (US$ 1,344,000 in 2011) has been recognised within exploration costs as a result of the impairment test performed regarding operating fields in Argentina (see Note 11).

2.13 Lease contracts

All current lease contracts are considered to be operating leases on the basis that the lessor retains substantially all the risks and rewards related to the ownership of the leased asset. Payments related to operating leases and other rental agreements are recognised in the Consolidated Income Statement on a straight line basis over the term of the contract. The Group's total commitment relating to operating leases and rental agreements is disclosed in Note 32.

2.14 Inventories

Inventories comprise crude oil and materials.

Crude oil is measured at the lower of cost and net realisable value. Materials are measured at the lower of cost and recoverable amount. Cost is determined using the first-in, first-out (FIFO) method. The cost of materials and consumables is calculated at acquisition price with the addition of transportation and similar costs.

2.15 Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the countries where the Company's subsidiaries operate and generate taxable income.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

F-36

In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised only to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.

2.16 Financial assets

Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through the profit or loss; available-for-sale financial assets; and held-to-maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at each balance sheet date.

Interest and other cash flows resulting from holding financial assets are recognised in the Consolidated Income Statement when receivable, regardless of how the related carrying amount of financial assets is measured.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than twelve months after the balance sheet date. These are classified as non-current assets. The Group's loans and receivables comprise trade receivables, prepayments and other receivables and cash and cash equivalents in the balance sheet. They arise when the Group provides money, goods or services directly to a debtor with no intention of trading the receivables. Loans and receivables are subsequently measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the Consolidated Statement of Income. All of the Group's financial assets are classified as loan and receivables.

2.17 Other financial assets

Non current other financial assets mainly relate to the cash collateral account required under the terms of the Bond issued in 2010 (see Note 26). This investment was intended to guarantee interest payments and was recovered at repayment date (see Note 37). Non current other financial assets also include contributions made for environmental obligations according to a Colombian government request.

Current other financial assets relate solely to the cash paid into escrow that has been released on the closing of the purchase of Colombian assets (see Notes 24 and 35).

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2.18 Impairment of financial assets

Provision against trade receivables is made when objective evidence is received that the Group will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

2.19 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts, if any, are shown within borrowings in the current liabilities section of the Consolidated Statement of Financial Position.

2.20 Trade and other payable

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.21 Borrowings

Borrowings are obligations to pay cash and are recognised when the Group becomes a party to the contractual provisions of the instrument.

Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Consolidated Statement of Income over the period of the borrowings using the effective interest method.

Direct issue costs are charged to the Consolidated Statement of Income on an accruals basis using the effective interest method.

2.22 Share capital

Equity comprises the following:

•

"Share capital" representing the nominal value of equity shares.

•

"Share premium" representing the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.

•

"Other reserve" representing:

•

the equity element attributable to shares granted according to IFRS 2 but not issued at year end or

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•

the difference between the proceeds from the transaction with non-controlling interests received against the book value of the shares acquired in the subsidiaries GeoPark Chile S.A. and GeoPark Colombia S.A. (see Note 35).

•

"Reserve for exchange adjustment" representing the differences arising from translation of investments in overseas subsidiaries.

•

"Accumulated losses" representing accumulated and losses.

2.23 Share-based payment

The Group operates a number of equity-settled, share-based compensation plans comprising share awards payments and stock options plans to certain employees and other third party contractors.

Fair value of the stock option plan for employee or contractors services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted calculated using the Black-Scholes model.

Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the Consolidated Statement of Income, with a corresponding adjustment to equity.

The fair value of the share awards payments is determined at the grant date by reference of the market value of the shares and recognised as an expense over the vesting period.

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

Note 3  Financial Instruments-risk management

The Group is exposed through its operations to the following financial risks:

•

Currency risk

•

Price risk

•

Credit risk—concentration

•

Funding and liquidity risk

•

Interest rate risk

•

Capital risk management

The policy for managing these risks is set by the Board. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the corporate office. The policy for each of the above risks is described in more detail below.

Currency risk

In Argentina, Colombia and Chile the functional currency is the US Dollar. The fluctuation of the local currencies of these countries against the US Dollar does not impact the loans, costs and revenues held in US Dollars; but it does impact the balances denominated in local currencies. Such is the case of the

F-39

prepaid taxes. As currency rate changes between the U.S. Dollar and the local currencies, the Group recognizes gains and losses in the Consolidated Statement of Income.

In Chile, Colombia and Argentina subsidiaries most of the balances are denominated in US Dollars, and since it is the functional currency of the subsidiaries, there is no exposure to currency fluctuation except from receivables or payables originated in local currency mainly corresponding to VAT. The balances as of 31 December 2012 of VAT were credits for US$ 3,624,000 (US$ 3,630,000 in 2011) in Argentina, credits for US$ 221,000 (US$ 955,000 payable in 2011) in Chile and VAT payable for US$ 2,418,000 in Colombia.

The Group minimises the local currency positions in Argentina and Chile by seeking to equilibrate local and foreign currency assets and liabilities. However, tax receivables (VAT) are very difficult to match with local currency liabilities. Therefore the Group maintains a net exposure to them.

Most of the Group's assets are associated with oil and gas productive assets. Such assets in the oil and gas industry even in the local markets are usually settled in US Dollar equivalents.

During 2012, the Argentine peso weakened by 16% (8% in 2011) against the US Dollar, the Chilean Peso strengthened by 8% (weakened by 11% in 2011) and the Colombian Peso strengthened by 9%. If the Argentine Peso, the Chilean Peso and the Colombian Peso had each weakened an additional 5% against the US dollar, with all other variables held constant, post-tax profit for the year would have been lower by US$ 45,500 (US$ 41,000 in 2011).

Price risk

The price realised for the oil produced by the Group is linked to WTI (West Texas Intermediate) and Brent (in respect of our Colombian operations), which is settled in the international markets in US dollars. The market price of these commodities is subject to significant fluctuation but the Board does not consider it appropriate to manage the Group's risk to such fluctuation through futures contracts or similar because to do so would not have been economic at the achieved production levels.

In Chile, the oil price is based on WTI minus certain marketing and quality discounts such as, inter alia, API quality and mercury content. In Argentina, the oil price is also subject to the impact of the retention tax on oil exports defined by the Argentine government which limits the direct correlation to the WTI.

The Company has signed a long-term Gas Supply Contract with Methanex in Chile. The price of the gas under this contract is indexed to the international methanol price.

If the market prices of WTI, Brent and methanol had fallen by 10% compared to actual prices during the year, with all other variables held constant, post-tax profit for the year would have been lower by US$ 18,784,000 (US$ 9,501,000 in 2011).

The Board will consider adopting a hedging policy against commodity price risk, when deemed appropriate, according to the size of the business and market implied volatility.

Credit risk—concentration

The Group's credit risk relates mainly to accounts receivable where the credit risks correspond to the recognised values. There is not considered to be any significant risk in respect of the Group's major customers. Substantially all oil production in Argentina is sold to Oil Combustibles.

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In Chile, all gas production is sold to the local subsidiary of the Methanex Corporation, a Canadian public company (12% of total revenue, 34% in 2011). All the oil produced in Chile is sold to ENAP (48% of total revenue, 65% in 2011), the State owned oil and gas company. In Colombia, 78% of the oil we produced there, was sold to Hocol, a subsidiary of Ecopetrol, the Colombian Sate owned oil Company (31% of total revenue). The mentioned companies all have a very good credit standing and despite the concentration of the credit risk, the Directors do not consider there to be a significant collection risk.

See disclosure in Note 24.

Funding and Liquidity risk

The Group has strong support from its financial partners and significant flexibility in adjusting the programme to ensure the development of the key properties.

In addition, during 2011, the Group was able to secure US$ 148,000,000 from the disposal of 20% of the Chilean business and during 2012 LGI made a capital subscription in GeoPark Colombia S.A. for an amount of US$ 14,920,000 for the 20% of the Colombian business. In addition, as part of the transaction, US$ 5,000,000 was transferred directly to the Colombian subsidiary as a loan.

See disclosure in Note 35.

Interest rate risk

As the Group has no significant interest-bearing assets, the Group's profit and operating cash flows are substantially independent of changes in market interest rates. The Group's interest rate risk arises from long-term borrowings issued at variable rates, which expose the Group to cash flow to interest rate risk. The Group does not face interest rate risk on its US$ 133,000,000 Reg S Notes which carry a fixed rate coupon of 7.75% per annum.

The interest rate of the loans from Methanex Corporation and Itau Bank depends on the LIBOR rate. For the period covered by these financial statements, the Group has decided not to buy any coverage for this risk. At 31 December 2012 the outstanding long-term borrowing affected by variable rates amounted to US$ 45,721,000, representing 24% of total long-term borrowings.

The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and loss of a defined interest rate shift. For each simulation, the same interest rate shift is used for all currencies. The scenarios are run only for liabilities that represent the major interest-bearing positions.

At 31 December 2012, if interest rates on currency-denominated borrowings had been 1% higher with all other variables held constant, post-tax profit for the year would have been US$ 160,866 lower (US$ 144,267 in 2011), mainly as a result of higher interest expense on floating rate borrowings.

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

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Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the consolidated balance sheet) less cash and cash equivalent. Total capital is calculated as 'equity' as shown in the consolidated balance sheet plus net debt.

The Group's strategy is to keep the gearing ratio within a 30% to 45% range.

Particularly, in 2011 the gearing ratio has been affected by the transactions with non-controlling interests, by which the Group received proceeds of US$ 142,000,000.

The gearing ratios at 31 December 2012 and 2011 were as follows:

Amounts in US$ '000	2012		2011
Net Debt		144,740		86,768(a	)
Total Equity		312,086		250,652
Total Capital		456,826		337,420
Gearing Ratio		32%		26%

(a)    For the calculation of the gearing ratio the Group does not consider the cash that has been allocated for future M&A activities.

Note 4  Accounting estimates and assumptions

Estimates and assumptions are used in preparing the financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ from them. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and assumptions used in these consolidated financial statements are noted below:

•

The Group adopts the successful efforts method of accounting. The Management of the Company makes assessments and estimates regarding whether an exploration asset should continue to be carried forward as an exploration and evaluation asset not yet determined or when insufficient information exists for this type of cost to remain as an asset. In making this assessment the Management takes professional advice from qualified independent experts.

•

Cash flow estimates for impairment assessments require assumptions about two primary elements—future prices and reserves. Estimates of future prices require significant judgments about highly uncertain future events. Historically, oil and gas prices have exhibited significant volatility. Our forecasts for oil and gas revenues are based on prices derived from future price forecasts amongst industry analysts and our own assessments. Our estimates of future cash flows are generally based on our assumptions of long-term prices and operating and development costs.

Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of impairment to be a critical accounting estimate.

The process of estimating reserves is complex. It requires significant judgements and decisions based on available geological, geophysical, engineering and economic data. The estimation of economically recoverable oil and natural gas reserves and related future net cash flows was performed based on the Reserves Report dated December 2012 prepared by DeGolyer and MacNaughton, an international

F-42

consultancy to the oil and gas industry based in Dallas. It incorporates many factors and assumptions including:

•

expected reservoir characteristics based on geological, geophysical and engineering assessments;

•

future production rates based on historical performance and expected future operating and investment activities;

•

future oil and gas prices and quality differentials;

•

assumed effects of regulation by governmental agencies; and

•

future development and operating costs.

Management believes these factors and assumptions are reasonable based on the information available to us at the time we prepare our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.

•

Oil and gas assets held in property plant and equipment are mainly depreciated on a unit of production basis at a rate calculated by reference to proven and probable reserves and incorporating the estimated future cost of developing and extracting those reserves. Future development costs are estimated using assumptions as to the numbers of wells required to produce those reserves, the cost of the wells, future production facilities and operating costs together with assumptions on oil and gas realisations.

•

Obligations related to the plugging of wells once operations are terminated may result in the recognition of significant obligations. Estimating the future abandonment costs is difficult and requires management to make estimates and judgments because most of the obligations are many years in the future. Technologies and costs are constantly changing as well as political, environmental, safety and public relations considerations. The Company has adopted the following criterion for recognising well plugging and abandonment related costs: The present value of future costs necessary for well plugging and abandonment is calculated for each area on the basis of a cash flow that is discounted at an average interest rate applicable to Company's indebtedness. The liabilities recognised are based upon estimated future abandonment costs, wells subject to abandonment, time to abandonment, and future inflation rates.

Note 5  Consolidated statement of cash flow

The Consolidated Statement of Cash Flow shows the Group's cash flows for the year for operating, investing and financing activities and the change in cash and cash equivalents during the year.

Cash flows from operating activities are computed from the results for the year adjusted for non-cash operating items, changes in net working capital, and corporation tax. Tax paid is presented as a separate item under operating activities.

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The following chart describes non-cash transactions related to the Consolidated Statement of Cash Flow:

31 December 2012

Balance sheet items	Movements derived from consolidated statement of financial position			Acquisition of Colombian subsidiaries			Other non-cash movements (*)			Movements from consolidated statement of cash flow
Property, plant and equipment		233,202			(110,973	)		(3,440	)		118,789
Prepaid taxes		11,046						—			11,046
Inventory		3,371			(12,208	)		—			(8,837	)
Trade receivables		16,342			(8,500	)		—			7,842
Prepayment and other receivables		24,439			(8,623	)		(25,140	)		(9,324	)
Other financial assets		(435	)		—			—			(435	)
Cash at bank and in hands		(145,358	)		(6,570	)		—			(151,928	)
Borrowings		(27,776	)		1,368			—			(26,408	)
Trade accounts payable		(26,355	)		32,468			—			6,113
Deferred tax		8,748			(15,606	)		(7,128	)		(13,986	)
Current income tax liabilities		(7,128	)		—			7,128			—
Other liabilities		(28,662	)		8,370			3,440			(16,852	)
Equity		(61,434	)		120,274			25,140			83,980

31 December 2011

Balance sheet items	Movements derived from consolidated statement of financial position			Other non-cash movements (*)			Movements from consolidated statement of cash flow
Property, plant and equipment		64,918			(1,948	)		62,970
Prepaid taxes		(892	)		—			(892	)
Inventory		332			—			332
Trade receivables		2,858			—			2,858
Prepayment and other receivables		22,350			(6,000	)		16,350
Other financial assets		2,625			—			2,625
Cash at bank and in hands		99,226			—			99,226
Borrowings		(855	)		—			(855	)
Trade accounts payable		(15,825	)		—			(15,825	)
Deferred tax		(7,019	)		(187	)		(7,206	)
Current income tax liabilities		(187	)		187			—
Other liabilities		(9,171	)		1,948			(7,223	)
Equity		(158,360	)		6,000			(152,360	)

(*)    Non-cash movements include increase in the asset retirement obligation and deferred tax. In 2012, the movement amounting to US$ 14,920,000 relates to the contribution to be paid by LGI referring to the Colombian transactions with Non-controlling interest (see Notes 25 and 35). In 2011, the movement amounting to US$ 6,000,000 relates to the difference between the proceeds from transactions with Non-controlling interest and the total consideration of these transactions (see Notes 25 and 35).

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Cash flows from investing activities include payments in connection with the purchase and sale of property, plant and equipment and cash flows relating to the purchase and sale of enterprises to third parties. Cash flows from financing activities include changes in Shareholders' equity, and proceeds from borrowings and repayment of loans. Cash and cash equivalents include bank overdraft and liquid funds with a term of less than three months.

Changes in working capital shown in the Consolidated Statement of Cash Flow are disclosed as follows:

Amounts in US$ '000	2012			2011
Change in Prepaid taxes		(11,046	)		892
Change in Inventories		8,837			(332	)
Change in Trade receivables		(7,842	)		(2,858	)
Change in Prepayments and other receivables and Other assets		9,759			(16,350	)
Change in liabilities		6,070			18,737
		5,778			89

Note 6  Segment information

Management has determined the operating segments based on the reports reviewed by the strategic steering committee that are used to make strategic decisions. The committee considers the business from a geographic perspective.

The strategic steering committee assesses the performance of the operating segments based on a measure of adjusted earnings before interest, tax, depreciation, amortisation and certain non-cash items such as write-offs, impairments and share-based payments (Adjusted EBITDA). This measurement basis excludes the effects of non-recurring expenditure from the operating segments, such as impairments when it is the result of an isolated, non-recurring event. Interest income and expenses are not included in the result for each operating segment that is reviewed by the strategic steering committee. Other information provided, except as noted below, to the strategic steering committee is measured in a manner consistent with that in the financial statements.

Segment areas (geographical segments):

Amounts in US$ '000	Argentina			Colombia			Chile			Corporate			Total
2012
Net revenue		1,050			99,501			149,927			—			250,478
Gross (loss) / profit		(2,194	)		39,304			84,133			—			121,243
Adjusted EBITDA		2,051			34,474			93,908			(9,029	)		121,404
Depreciation		(3,408	)		(21,050	)		(28,734	)		(125	)		(53,317	)
Impairment and write-off		(1,915	)		(5,147	)		(18,490	)		—			(25,552	)
Total assets		6,108			213,202			405,674			3,033			628,017
Employees (average)		100			80			144			—			324

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Amounts in US$ '000	Argentina			Colombia		Chile			Corporate			Total
2011
Net revenue		1,477			—		110,103			—			111,580
Gross profit		179			—		56,888			—			57,067
Adjusted EBITDA		(1,081	)		—		70,421			(5,949	)		63,391
Depreciation		(1,083	)		—		(25,297	)		(28	)		(26,408	)
Impairment and write-off		(1,344	)		—		(5,919	)		—			(7,263	)
Total assets		10,895			—		453,384(1	)		7,990			472,269
Employees (average)		83			—		98			1			182

(1)    Includes cash received from disposal of 20% of the Chilean business in 2011.

Approximately 70% of capital expenditure was allocated to Chile (95% in 2011) and 30% was allocated to Colombia (0% in 2011).

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

Amounts in US$ '000	2012			2011
Adjusted EBITDA for reportable segments		121,404			63,391
Depreciation		(53,317	)		(26,408	)
Share-based payment		(5,396	)		(5,298	)
Impairment and write-off of unsuccessful efforts		(25,552	)		(7,263	)
Others(a)		3,608			1,362
Operating profit		40,747			25,784
Financial results		(16,308	)		(13,516	)
Gain on acquisition of subsidiaries		8,401			—
Profit before tax		32,840			12,268

(a)    Includes internally capitalised costs.

Note 7  Net revenue

Amounts in US$ '000	2012		2011
Sale of crude oil		221,564		73,508
Sale of gas		28,914		38,072
		250,478		111,580

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Note 8  Production costs

Amounts in US$ '000	2012		2011
Depreciation		52,307		25,844
Royalties		11,424		4,843
Staff costs (Note 10)		12,384		4,568
Gas plant costs		3,371		3,242
Transportation costs		7,211		2,541
Facilities maintenance		3,277		2,302
Well maintenance		3,803		1,692
Consumables		9,884		1,687
Share-based payments (Notes 10 and 30)		1,787		1,447
Vehicle rental and personnel transportation		1,680		1,404
Pulling costs		2,305		1,086
Field camp		2,407		1,009
Landowners		845		344
Safety and Insurance costs		1,428		316
Non operated blocks costs		1,030		—
Equipment rental		5,936		—
Cost of crude oil sold from acquired business		3,826		—
Other costs		4,330		2,188
		129,235		54,513

Note 9  Depreciation

Amounts in US$ '000	2012		2011
Oil and gas properties		44,552		20,096
Production facilities and machinery		7,708		5,767
Furniture, equipment and vehicles		713		343
Buildings and improvements		344		202
Depreciation of property, plant and equipment		53,317		26,408

Recognised as follows:

Production costs	52,307	25,844
Administrative costs	1,010	501
Other operating costs	—	63
Depreciation total	53,317	26,408

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Note 10  Staff costs and directors remuneration

	2012		2011
Average number of employees		324		182
Amounts in US$ '000
Wages and salaries		19,132		9,914
Shared-based payment		5,396		5,298
Social security charges		3,636		2,228
		28,164		17,440

	2012		2011
Board of Directors' and key managers' remuneration
Salaries and fees		5,711		4,045
Other benefits		846		2,257
		6,557		6,302

Directors' remuneration

	2012 Cash payment				Stock payment
	Executive directors' fees	Executive directors' bonus	Non-executive directors' fees		Director fees paid in shares no. of shares		Cash equivalent total remuneration
Gerald O'Shaughnessy	US$250,000	US$150,000		—		—	US$400,000
James F. Park	US$500,000	US$300,000		—		—	US$800,000
Sir Michael Jenkins(1)	—	—		£23,250		3,020	£40,750
Peter Ryalls(1)	—	—		£23,250		3,020	£40,750
Christian Weyer(1)	—	—		£23,250		3,020	£40,750
Juan Cristóbal Pavez	—	—		£17,500		3,020	£35,000
Carlos Gulisano	—	—		£35,000		—	£35,000
Steven J. Quamme	—	—		£17,500		3,020	£35,000

(1)    Non-executive director fee includes a fee of £5,750 for holding a committee chairman position during the year.

IPO stock options to executive directors

The following Stock Options were issued to Executive Directors during 2006:

Name	N° of underlying common shares		Exercise price (£)		Earliest exercise date	Expiry date
Gerald O'Shaughnessy		153,345		3.20	15 May 2008	15 May 2013
		306,690		4.00	15 May 2008	15 May 2013
		153,345		3.20	15 May 2008	15 May 2013
James F. Park		306,690		4.00	15 May 2008	15 May 2013

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Stock awards to executive directors

The following Stock Options were issued to Executive Directors during 2012:

Name	N° of underlying common shares		% of issued common share capital	Grant date		Exercise price (US$)		Earliest exercise date
Gerald O'Shaughnessy		270,000	Approximately 0.6%		23 Nov 2012		0.001		23 Nov 2015
James F. Park		450,000	Approximately 1.0%		23 Nov 2012		0.001		23 Nov 2015

In addition, Dr Carlos Gulisano holds the following interests in stock options and awards as a result of the services that he has previously provided to the Company:

•

50,000 IPO Stock Options issued on 15 May 2008 at an exercise price of £4.00 to be exercised between 15 May 2008 and 15 May 2013.

•

100,000 Stock awards issued on 15 December 2008 at an exercise price of $0.001 to be exercised between 15 December 2012 and 15 December 2018.

No stock options or awards were exercised by Directors during 2012.

Note 11  Exploration costs

Amounts in US$ '000	2012			2011
Staff costs (Note 10)		3,089			2,292
Allocation to capitalised project		(1,849	)		(1,471	)
Share-based payments (Notes 10 and 30)		1,329			985
Write-off of unsuccessful efforts(a)		25,552			5,919
Impairment loss(b)		—			1,344
Amortisation of other long-term liabilities related to unsuccessful efforts		(1,500	)		(600	)
Other services		1,269			1,597
		27,890			10,066

(a)    The 2012 charge corresponds to the cost of eight unsuccessful exploratory wells: five of them in Chile (two in Fell Block, two in Otway Block and the remaining in Tranquilo Block) and three of them in Colombia (one well in Cuerva Block, one well in Arrendajo Block and the remaining in Llanos 17 Block). The 2012 charge also includes the loss generated by the relinquishment of an area in the Del Mosquito Block in Argentina. The 2011 charge corresponds to the write-off of exploration and evaluation assets in the Fell Block. The charge includes the cost of an unsuccessful exploratory well amounting to US$ 2,331,000 and also in accordance with the Group's accounting policy and considering that no additional work would be performed, wells from previous years were written-off for an amount of US$ 3,588,000.

(b)   The impairment charge relates to assets located in Del Mosquito Block based on the impairment test performed in 2011.

F-49

Note 12  Administrative costs

Amounts in US$ '000	2012		2011
Staff costs (Note 10)		7,295		5,282
Share-based payments (Notes 10 and 30)		2,280		2,866
Consultant fees		5,122		1,896
New projects		2,927		1,726
Office expenses		3,293		1,172
Director fees and allowance		1,516		903
Travel expenses		1,563		686
Communication and IT costs		889		539
Depreciation		1,010		501
Public relations		919		1,289
Other administrative expenses		1,984		1,309
		28,798		18,169

Note 13  Selling expenses

Amounts in US$ '000	2012		2011
Transportation		22,066		1,886
Delivery or pay penalty		1,718		—
Storage		645		508
Selling taxes		202		152
		24,631		2,546

Note 14  Financial income

Amounts in US$ '000	2012		2011
Exchange difference		348		32
Interest received		544		130
		892		162

Note 15  Financial expenses

Amounts in US$ '000	2012			2011
Bank charges and other financial costs		1,764			1,856
Exchange difference		2,429			496
Unwinding of long-term liabilities		1,262			350
Interest and amortisation of debt issue costs		13,114			11,573
Less: amounts capitalised on qualifying assets		(1,369	)		(597	)
		17,200			13,678

F-50

Note 16  Income tax

Amounts in US$ '000	2012		2011
Current tax		7,536		187
Deferred income tax (Note 17)		6,858		7,019
		14,394		7,206

The tax on the Group's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

Amounts in US$ '000	2012			2011
Profit before tax		32,840			12,268
Tax losses from non-taxable jurisdictions		8,373			8,565
Taxable profit		41,213			20,833
Income tax calculated at statutory tax rate		6,290			5,473
Tax losses where no deferred income tax is recognised		2,864			2,560
Difference between functional currency and tax currency		3,784			(761	)
Expenses not deductible for tax purposes		1,903			—
Non-taxable profit		(447	)		(66	)
Income tax		14,394			7,206

Under current Bermuda law, the Company is not required to pay any taxes in Bermuda on income or capital gains. The Company has received an undertaking from the Minister of Finance in Bermuda that, in the event of any taxes being imposed, they will be exempt from taxation in Bermuda until March 2016. Income tax rates in those countries where the Group operates (Argentina, Colombia and Chile) ranges from 15% to 35%.

The Group has significant tax losses available which can be utilised against future taxable profit in the following countries:

Amounts in US$ '000	2012		2011
Argentina		11,645		18,656
Total tax losses at 31 December		11,645		18,656

At the balance sheet date deferred tax assets in respect of tax losses in Argentina have not been recognised as there is insufficient evidence of future taxable profits before the statute of limitation of these tax losses causes them to expire.

Expiring dates for tax losses accumulated at 31 December 2012 are:

Expiring date	Amounts in US$ '000
2013		3,348
2014		634
2015		5,024
2016		2,639
2017		—

F-51

Note 17  Deferred income tax

The gross movement on the deferred income tax account is as follows:

Amounts in US$ '000	2012			2011
Deferred tax at 1 January		(12,659	)		(5,640	)
Acquisition of subsidiaries		15,606			—
Income statement charge		(6,858	)		(7,019	)
Deferred tax at 31 December		(3,911	)		(12,659	)

The breakdown and movement of deferred tax assets and liabilities as of 31 December 2012 and 2011 are as follows:

Amounts in US$ '000	At the beginning of year			Acquisition of subsidiaries		(Charged)/ credited to net profit			At end of year
Deferred tax assets
Difference in depreciation rates and other		(1,426	)		11,313		(676	)		9,211
Taxable losses(*)		1,876			4,293		(1,789	)		4,380
Total 2012		450			15,606		(2,465	)		13,591
Total 2011		374			—		76			450

Amounts in US$ '000	At the beginning of year			(Charged) / credited to net profit			At end of year
Deferred tax liabilities
Difference in depreciation rates and other		(12,338	)		(4,564	)		(16,902	)
Borrowings		(771	)		171			(600	)
Total 2012		(13,109	)		(4,393	)		(17,502	)
Total 2011		(6,014	)		(7,095	)		(13,109	)

(*)    In Chile, taxable losses have no expiration date.

Note 18  Earnings per share

Amounts in US$ '000	2012		2011
Numerator:
Profit for the year		11,879		54
Denominator:
Weighted average number of shares used in basic EPS		42,673,981		41,912,685
Earnings after tax per share (US$)—basic and diluted		0.28		0.00

F-52

Amounts in US$ '000	2012		2011
Weighted average number of shares used in basic EPS		42,673,981		41,912,685
Effect of dilutive potential common shares
Stock award at US$0.001		1,435,324		2,004,482
Weighted average number of common shares for the purposes of diluted earnings per shares		44,109,305		43,917,167
Earnings after tax per share (US$)—diluted		0.27		0.00

Note 19  Property, plant and equipment

Amounts in US$ '000	Oil & gas properties			Furniture, equipment and vehicles			Production facilities and machinery			Buildings and improvements			Construction in progress			Exploration and evaluation assets(1)			Total
Cost at 1 January 2011		126,626			1,445			38,142			2,076			16,197			23,412			207,898
Additions		2,318			825			1,261			156			56,570			39,469			100,599
Disposals		(227	)		(177	)		(1,852	)		—			(272	)		—			(2,528	)
Write-off / Impairment		—			—			—			—			—			(7,263	)		(7,263	)
Transfers		43,239			82			9,551			205			(39,599	)		(13,478	)		—
Cost at 31 December 2011		171,956			2,175			47,102			2,437			32,896			42,140			298,706
Additions		4,071			637			32,335			—			81,241			83,360			201,644
Disposals		(416	)		—			(130	)		—			—			—			(546	)
Write-off / Impairment		—			—			—			—			—			(25,552	)		(25,552	)
Acquisition of subsidiaries		62,449			389			10,865			—			9,452			27,818			110,973
Transfers		106,311			375			(3,223	)		761			(69,564	)		(34,660	)		—
Cost at 31 December 2012		344,371			3,576			86,949			3,198			54,025			93,106			585,225
Depreciation and write-down at 1 January 2011		(33,508	)		(851	)		(13,308	)		(514	)		—			—			(48,181	)
Depreciation		(20,096	)		(343	)		(5,767	)		(202	)		—			—			(26,408	)
Disposals		—			71			447			—			—			—			518
Depreciation and write-down at 31 December 2011		(53,604	)		(1,123	)		(18,628	)		(716	)		—			—			(74,071	)
Depreciation		(44,552	)		(713	)		(7,708	)		(344	)		—			—			(53,317	)
Depreciation and write-down at 31 December 2012		(98,156	)		(1,836	)		(26,336	)		(1,060	)		—			—			(127,388	)
Carrying amount at 31 December 2011		118,352			1,052			28,474			1,721			32,896			42,140			224,635
Carrying amount at 31 December 2012		246,215			1,740			60,613			2,138			54,025			93,106			457,837

(1)

Exploration wells movement and balances are as follow:

Amounts in US$ '000	Total
Exploration wells at 31 December 2010		5,787
Additions		35,400
Write-offs		(5,919	)
Transfers		(13,027	)
Exploration wells at 31 December 2011		22,241
Additions		47,891
Write-offs		(21,339	)
Transfers		(23,496	)
Acquisition of subsidiaries		1,868
Exploration wells at 31 December 2012		27,165

F-53

As of 31 December 2012 and 2011 there were no exploratory wells costs that have been capitalized for a period of greater than one year after the completion of drilling.

As of 31 December 2012, the Group has pledged, as security for a mortgage obtained for the acquisition of the operating base in Chile, assets amounting to US$ 692,000 (US$ 638,000 in 2011). See Note 26.

On 25 August 2011 the exploratory period in the Fell Block ended. The exploration programme carried out during the exploration period enabled the Company to declare commerciality on approximately 84% of the total area of the Block. The remaining area not declared as commercial was relinquished, which did not generate any loss for the Group.

Note 20  Subsidiary undertakings

The following chart illustrates the Group structure as of 31 December 2012:

F-54

Details of the subsidiaries and jointly controlled assets of the Company are set out below:

	Name and registered office	Ownership interest
Subsidiaries	GeoPark Argentina Ltd.—Bermuda	100%
	GeoPark Argentina Ltd.—Argentine Branch	100%(a)
	Servicios Southern Cross Limitada (Chile)	100%(b)
	GeoPark Latin America	100%(i)
	GeoPark Latin America—Chilean Branch	100%(a)(i)
	GeoPark S.A. (Chile)	100%(a)(b)
	GeoPark Chile S.A. (Chile)	80%(a)(c)
	GeoPark Fell S.p.A. (Chile)	80%(a)(c)
	GeoPark Magallanes Limitada (Chile)	80%(a)(c)
	GeoPark TdF S.A. (Chile)	69%(a)(d)
	GeoPark Colombia S.A. (Chile)	80%(a)(e)
	GeoPark Luna SAS (Colombia)	100%(a)(e)
	GeoPark Colombia SAS (Colombia)	100%(a)(e)
	GeoPark Llanos SAS (Colombia)	100%(a)(e)
	La Luna Oil Co. Ltd. (Panama)	100%(a)(e)
	Winchester Oil and Gas S.A. (Panama)	100%(a)(e)
	GeoPark Cuerva LLC (United States)	100%(a)(e)
	Sucursal La Luna Oil Co. Ltd. (Colombia)	100%(a)(e)
	Sucursal Winchester Oil and Gas S.A. (Colombia)	100%(a)(e)
	Sucursal GeoPark Cuerva LLC (Colombia)	100%(a)(e)
	GeoPark Brazil S.p.A. (Chile)	100%(a)(b)
	Raven Pipeline Company LLC (United States)	23.5%(h)
Jointly controlled assets	Tranquilo Block (Chile)	29%(f)
	Otway Block (Chile)	25%
	Flamenco (Chile)	50%(g)
	Isla Norte (Chile)	60%(g)
	Campanario (Chile)	50%(g)

(a)    Indirectly owned.

(b)   Dormant companies.

(c)    Since 20 May 2011, LG International acquired 20% interest.

(d)   LG International has 20% interest through GeoPark Chile S.A. and a 14% direct interest.

(e)    During the first quarter of 2012, the Company entered into a business combination acquiring 100% interest in each entity. In December 2012 LG International acquired 20% equity.

(f)    On 14 April 2011 following Governmental approval the new ownership of the Tranquilo Block was confirmed. The other partners in the JVs are Pluspetrol (29%), Methanex (17%) and Wintershall (25%).

(g)    After participating in a farm-in process organized by ENAP, GeoPark was awarded 3 blocks in Tierra del Fuego, Chile (Isla Norte Block, Flamenco Block and Campanario Block). GeoPark will be the operator in all blocks with a share of 60% for Isla Norte Block and 50% for the other 2 blocks.

(h)   Raven Pipeline Company LLC had no movements during 2012.

(i)     Formerly named GeoPark Chile Limited.

F-55

Note 21  Prepaid taxes

Amounts in US$ '000	2012		2011
V.A.T.		5,962		2,669
Withholding tax		3,347		—
Income tax credits		4,692		—
Other prepaid taxes		149		435
Total prepaid taxes		14,150		3,104
Classified as follows:
Current		3,443		147
Non current		10,707		2,957
Total prepaid taxes		14,150		3,104

Note 22  Inventories

Amounts in US$ '000	2012		2011
Crude oil		3,838		499
Materials and spares		117		85
		3,955		584

Note 23  Trade receivables and Prepayments and other receivables

Amounts in US$ '000	2012		2011
Trade accounts receivable		32,271		15,929
		32,271		15,929
To be recovered from co-venturers		8,773		537
Related parties receivables (Note 33)		31,138		6,000
Prepayments and other receivables		10,219		19,154
		50,130		25,691
Total		82,401		41,620
Classified as follows:
Current		81,891		40,913
Non current		510		707
Total		82,401		41,620

Trade receivables that are aged by less than three months are not considered impaired. As of 31 December 2012, trade receivables of US$ 31,984 (US$ 4,019 in 2011) were aged by more than 3 months, but not impaired. These relate to customers for whom there is no recent history of default. There are no balances due between 31 days and 90 days as of 31 December 2012 and 2011.

Movements on the Group provision for impairment are as follows:

Amounts in US$ '000	2012		2011
At 1 January		33		33
Provision for receivables impairment		—		—
		33		33

F-56

The credit period for trade receivables is 30 days. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Group does not hold any collateral as security related to trade receivables.

The carrying value of trade receivables is considered to represent a reasonable approximation of its fair value due to their short-term nature.

Note 24  Financial instruments by category

	Loans and receivables
Amounts in US$ '000	2012		2011
Assets as per statement of financial position
Trade receivables		32,271		15,929
To be recovered from co-venturers		8,773		537
Other financial assets(*)		7,791		8,226
Cash and cash equivalents		48,292		193,650
		97,127		218,342

	Other financial liabilities at amortised cost
Amounts in US$ '000	2012		2011
Liabilities as per statement of financial position
Trade payables		50,590		27,580
To be paid to co-venturers		2,007		—
Borrowings		193,032		165,256
		245,629		192,836

(*)    Other financial assets relate to the cash collateral account required under the terms of the Bond issued in 2010. This investment was intended to guarantee interest payments and was recovered at repayment date (see Note 37). For 2012, they also include contributions made for environmental obligations according to Colombian government regulations. In 2011, they included the cash escrow payment that has since been released on closing of the purchase of the Colombian assets (Note 35).

Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Amounts in US$ '000	2012		2011
Trade receivables
Counterparties with an external credit rating (Moody's)
A3		—		11,333
Ba1		4,769		4,089
Baa1		13,488		—
Baa2		4,781		—
Counterparties without an external credit rating
Group1(*)		9,233		507
Total trade receivables		32,271		15,929

(*)    Group 1—existing customers (more than 6 months) with no defaults in the past.

F-57

All trade receivables are denominated in US Dollars.

Cash at bank and other financial assets(1)
Amounts in US$ '000	2012		2011
Counterparties with an external credit rating (Moody's)
A1		7,408		2,139
A3		366		7,631
Aa1		2,131		50,000
Aa2		—		54
Aa3		38,952		139,594
P1		2,537		2,450
Counterparties without an external credit rating		4,665		—
Total		56,059		201,868

(1)    The rest of the balance sheet item 'cash and cash equivalents' is cash on hand amounting to US$ 24,000 (US$ 8,000 in 2011).

Financial liabilities—contractual undiscounted cash flows

The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Amounts in US$ '000	Less than 1 year		Between 1 and 2 years		Between 2 and 5 years
At 31 December 2012
Borrowings		36,031		10,437		181,100
Trade payables		50,590		—		—
		86,621		10,437		181,100
At 31 December 2011
Borrowings		30,613		8,265		179,489
Trade payables		27,580		—		—
		58,193		8,265		179,489

Note 25  Share capital

Issued share capital	2012		2011
Common stock (amounts in US$ '000)		43		43
The share capital is distributed as follows:
Common shares, of nominal US$0.001		43,495,585		42,474,274
Total common shares in issue		43,495,585		42,474,274
Authorised share capital
US$ per share		0.001		0.001
Number of common shares (US$0.001 each)		5,171,969,000		5,171,969,000
Amount in US$		5,171,969		5,171,969

F-58

Details regarding the share capital of the Company are set out below:

Common shares

As of 31 December 2012 the outstanding common shares confer the following rights on the holder:

•

the right to one vote per share;

•

ranking pari passu, the right to any dividend declared and payable on common shares;

GeoPark common shares history	Date		Shares issued (millions)		Shares closing (millions)		US$(`000) Closing
Shares outstanding at the end of 2010						41.7		42
Issue of shares to Non-Executive Directors		2011		0.01		41.7		42
Stock awards		May 2011		0.06		41.8		42
Stock awards		Oct 2011		0.10		41.9		42
IPO stock options		Oct 2011		0.60		42.5		43
Shares outstanding at the end of 2011						42.5		43
Issue of shares to Non-Executive Directors		2012		0.02		42.5		43
Stock awards		Oct 2012		1.01		43.5		43
Shares outstanding at the end of 2012						43.5		43

During 2012, the Company issued 15,100 (12,028 in 2011) shares to Non-Executive Directors in accordance with contracts as compensation. Shares are issued at average price for the period, generating a share premium of US$ 142,492 (US$ 130,733 in 2011).

During 2012, 30,000 (158,000 in 2011) new common shares were issued, pursuant to a consulting agreement for services rendered to GeoPark Holdings Limited generating a share premium of US$ 253,315 (US$ 1,730,000 in 2011).

On 22 October 2012, 976,211 common shares were allotted to the trustee of the EBT in anticipation of the exercise of the 2008 Stock Awards Plan (see Note 30), generating a share premium of US$ 4,191,000. On 6 October 2011, 601,235 common shares were allotted to the trustee of the EBT in anticipation of the exercise of the 2006 Stock Option Plan (see Note 30).

The accounting treatment of the shares is in line with the Group's policy on share-based payments.

Other Reserve

During 2011, LGI acquired a 20% interest in GeoPark Chile S.A., the subsidiary that owns the Chilean assets for a total consideration of US$ 148,000,000.

During 2012, LGI also acquired a 20% interest in GeoPark Colombia S.A., the subsidiary that owns the Colombian assets by making a capital contribution in GeoPark Colombia S.A. for an amount of US$ 14,920,000. In addition, as part of the transaction, US$ 5,000,000 was transferred directly to the Colombian subsidiary as a loan. The differences between total consideration and the net equity of the Companies as per the book value were recorded as Other Reserve in the Consolidated Statement of Changes in Equity.

F-59

Note 26  Borrowings

Amounts in US$ '000	2012		2011
Outstanding amounts as of 31 December
Methanex Corporation(a)		8,036		18,068
Banco de Crédito e Inversiones(b)		7,859		8,845
Overdrafts(c)		10,000		10,028
Banco Itaú(d)		37,685		—
Bond(e)		129,452		128,315
		193,032		165,256
Classified as follows:
Non current		165,046		134,643
Current		27,986		30,613

The fair value of these financial instruments at 31 December 2012 amounts to US$ 190,188,000 (US$ 159,602,000 in 2011).

(a)      The financing obtained in 2007, for development and investing activities on the Fell Block, is structured as a gas pre-sale agreement with a six year pay-back period and an interest rate of LIBOR. In each year, the Group will repay principal up to an amount equal to the loan amount multiplied by a specified percentage. Subject to that annual maximum principal repayment amount, the Group will repay principal and interest in an amount equal to the amount of gas specified in the contract at the effective selling price.

In addition on 30 October 2009 another financing agreement was signed with Methanex Corporation under which Methanex have funded GeoPark's portions of cash calls for the Otway Joint Operation for US$ 3,100,000. On May 2012 the outstanding amount was fully repaid.

(b)   Facility to establish the operational base in the Fell Block. This facility was acquired through a mortgage loan granted by the Banco de Crédito e Inversiones (BCI), a Chilean private bank (Note 20) in 2007. The loan was granted in Chilean pesos and is repayable over a period of 8 years. The interest rate applicable to this loan is 6.6%. The outstanding amount at 31 December 2012 is US$ 344,000 (US$ 410,000 in 2011).

In addition, during the last quarter of 2011, GeoPark TdF obtained short-term financing from BCI to start the operations in the new blocks acquired. This financing is structured as letter of credit with a maturity less than a year. The outstanding amount at 31 December 2012 is US$ 7,515,000 (US$ 8,435,000 in 2011).

(c)    The Group has been granted with credit lines for over US$ 46,000,000.

(d)   In 2012 GeoPark Holdings Limited executed a loan agreement with Banco Itaú BBA S.A., Nassau Branch for US$ 37,500,000. GeoPark used the proceeds to finance the acquisition and development of the La Cuerva and Llanos 62 blocks. These blocks represent two of the ten production, development and exploration blocks, which GeoPark currently owns in Colombia (see Note 35). The loan, which has a maturity of five years, repayable from month 21 in 14 equal quarterly installments, is ring-fenced by and secured against 100% of the capital of GeoPark Llanos SAS, the owner of the La Cuerva and Llanos 62 blocks. Interest on the loan is accrued at LIBOR + 4.55%.

(e)    Private placement of US$ 133,000,000 of Reg S Notes on 2 December 2010. The Notes carry a coupon of 7.75% per annum and mature on 15 December 2015. The Notes are guaranteed by the Company and secured with the pledge of 51% of the shares of GeoPark Fell. In addition, the Note agreement allows for the placement of up to an additional US$ 27,000,000 of Notes under the same indenture, subject to the maintenance of certain financial ratios. The net proceeds of the Notes are being used to support the Group's growth strategy and improve the Group's financial flexibility. See Note 37 for additional information.

F-60

Note 27  Provisions and other long-term liabilities

Amounts in US$ '000	Asset retirement obligation		Deferred income			Other		Total
At 1 January 2011		3,153		—			—		3,153
Addition to provision / Contributions received		1,947		5,000			—		6,947
Amortisation		—		(1,038	)		—		(1,038	)
Unwinding of discount		350		—			—		350
At 31 December 2011		5,450		3,962			—		9,412
Addition to provision / Contributions received		3,440		5,550			100		9,090
Acquisition of subsidiaries		6,061		—			2,309		8,370
Amortisation		—		(2,143	)		—		(2,143	)
Unwinding of discount		1,262		—			—		1,262
At 31 December 2012		16,213		7,369			2,409		25,991

The provision for asset retirement obligation relates to the estimation of future disbursements related to the abandonment and decommissioning of oil and gas wells.

Deferred income and other mainly relates to contributions received to improve the project economics of the gas wells. The amortisation is in line with the related asset.

Note 28  Trade and other payable

Amounts in US$ '000	2012		2011
V.A.T		4,300		955
Trade payables		50,590		27,580
		54,890		28,535

The average credit period (expressed as creditor days) during the year ended 31 December 2012 was 69 days (2011: 74 days)

The fair value of these short-term financial instruments is not individually determined as the carrying amount is a reasonable approximation of fair value.

Note 29  Provisions for other liabilities

Amounts in US$ '000	2012		2011
Staff costs to be paid		5,867		3,859
Royalties to be paid		3,909		458
Other taxes to be paid		5,418		155
To be paid to co-venturers		2,007		—
Other		—		646
		17,201		5,118

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Note 30  Share-based payments

IPO award programme and executive stock option plan

The Group has established IPO Award Programme, an Executive Stock Option Programme and Stock Award Programmes plans. These schemes were established to incentivise the Directors, senior management and employees, enabling them to benefit from the increased market capitalization of the Company.

IPO award programme

A total of 613,380 IPO Awards were granted to all of the Group's employees and certain consultants at the IPO date (May 2006). The Awards vested on 15 May 2008, the second anniversary of admission to IPO. On 3 July 2008, the Company issued 602,000 shares for nominal value of $ 0,001 each, corresponding to the total IPO awards vested which are held in a Beneficiary Trust. There are 11,380 awards that did not vest and were cancelled since they involved employees that had left the Group before the vesting date.

IPO executive stock option programme

On admission to AIM the Company granted:

i.      605,000 stock options to the senior management and some eligible employees, from which 60,000 have expired. The exercise price of these stock options is £ 4.00 (125%% of placing price). The vesting date of these stock options was 15 May 2008 and they expire in five years from that date, on 15 May 2013. The stock options give no voting rights to the holders until they are exercised and converted into common shares when they will rank pari-passu with all existing common shares.

ii.     306,690 stock options to the Executive Directors at an exercise price of £ 3.20 and 613,380 at an exercise price of £ 4.00. The vesting conditions of these options are equal to those described in i).

The fair value of the options granted was calculated using the Black-Scholes model. Due to the short trading history of the Company, expected volatility was determined by comparison to a sample of AIM listed oil and gas companies with a similar market capitalisation to the Group but a longer trading history.

Stock award programmes and other share based payments

During 2008, GeoPark Shareholders voted to authorize the Board to use up to 12% of the issued share capital of the Company at the relevant time for the purposes of the Performance-based Employee Long-Term Incentive Plan.

Main characteristics of the Stock Awards Programmes are:

•

All employees are eligible.

•

Exercise price is equal to the nominal value of shares.

•

Vesting period is four years.

•

Specific Award amounts are reviewed and approved by the Executive Directors and the Remuneration Committee of the Board of Directors.

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Details of these costs and the characteristics of the different stock awards programmes and other share based payments are described in the following table and explanations:

	Awards at the beginning		Awards granted in the year						Awards at year end		Charged to net profit
					Awards forfeited		Awards exercised
Year											2012		2011
2012		—		500,000		—		—		500,000		55		—
2011		500,000		—		—		—		500,000		926		37
2010		863,100		—		11,000		—		852,100		2,929		2,776
2008		976,211		—		—		976,211		—		1,087		925
Subtotal												4,997		3,738
Stock awards for service contracts		90,000		—		—		30,000		60,000		—		1,429
Stock options to Executive Directors		—		720,000		—		—		720,000		257		—
Shares granted to Non-Executive Directors		—		3,020		—		3,020		—		142		131
												5,396		5,298

The awards that are forfeited correspond to employees that had left the Group before vesting date.

In addition, a simplified procedure for the exercise of the Options was approved by the Board. It is a payment mechanism available to option holders that enables a cash-free exercise of their Options. The mechanism allows participating option holders to exercise their options utilizing fully issued shares made available by the EBT (Employee Beneficiary Trust) according to a formula (the "Stock Option cash-free payment option"). This allows participating option holders to exercise options to buy shares for the same number of shares they would have obtained with borrowed cash and then sell sufficient shares to repay the borrowed sums.

On 6 October 2011, 601,235 common shares each credited as fully paid, were allotted to the trustee of the EBT in anticipation of the exercise of the Options. This number of shares issued was estimated assuming that all beneficiaries will adopt the cash-less exercise mechanism at market price £ 6.5.

On 22 October 2012, a total of 976,211 common shares were allotted to the trustee of the EBT in anticipation of the exercise of the 2008 Stock Awards Plan generating a shared premium of US$ 4,191,000.

During 2012, 21,000 (15,000 in 2011) of these shares were sold by the employees at a weighted average price of £6.61 (£7.45 in 2011) per share. The shares held in the employee Beneficiary Trust rank pari-passu with GeoPark's ordinary shares.

On 23 November 2012, the Remuneration Committee and the board of directors approved granting 720,000 options over ordinary shares of US$0.001 each to the Executive Directors. Options granted vest on the third anniversary of the date on which they are granted and have an exercise price of US$0.001.

Other share-based payments

As it is mentioned in Note 25, the Company granted 15,100 (12,028 in 2011) shares at average price for each three month period for services rendered by the Non-Executive Directors of the Company. Fees paid in shares were directly expensed in the Administrative costs line in the amount of US$ 142,492 (US$ 130,745 in 2011).

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In October 2010 and August 2011 the company issued a total of 180,000 options over US$0.001 shares with an exercise price equal to their nominal value in consideration for certain consultancy services.

Note 31  Interests in Joint operations

The Group has interests in nine joint operations, which are involved in the exploration of hydrocarbons in Chile and Colombia. Three of the Chilean joint operations are related to the blocks acquired in Tierra del Fuego (TdF), Chile. No significant activities have commenced in these joint operations in 2012 and therefore no separate financial information is presented.

GeoPark is the operator of all of the Chilean Blocks.

The following amounts represent the Company's share in the assets, liabilities and results of the joint operations which have been consolidated line by line in the consolidated statement of financial position and statement of income:

Chile

	Tranquilo Block GeoPark Magallanes Ltda. 29%						Otway Block GeoPark Magallanes Ltda. 25%
Joint operation Subsidiary Interest
	2012			2011			2012			2011
ASSETS
PP&E / E&E		13,328			8,438			6,516			2,561
Other assets		1,467			2,458			1,326			262
Total Assets		14,795			10,896			7,842			2,823
LIABILITIES
Current liabilities		(3,252	)		(1,048	)		(2,412	)		(332	)
Total Liabilities		(3,252	)		(1,048	)		(2,412	)		(332	)
NET ASSETS / (LIABILITIES)		11,543			9,848			5,430			2,491
Sales		—			—			—			—
Net loss		(544	)		(569	)		(386	)		(232	)

Colombia

				Yamu/Carupana Block GeoPark Colombia and Luna SAS 75%/54.50%
	Llanos 17 Block GeoPark Luna SAS 36.84%					Llanos 34 Block GeoPark Colombia SAS 45%		Llanos 32 Block GeoPark Luna SAS 10%
Joint operation Subsidiary Interest
	2012			2012		2012		2012
ASSETS
PP&E / E&E		3,872			12,626		25,178		4,384
Other assets		144			26		72		1,484
Total Assets		4,016			12,652		25,250		5,868
LIABILITIES
Current liabilities		(224	)		—		—		(1,509	)
Total Liabilities		(224	)		—		—		(1,509	)
NET ASSETS / (LIABILITIES)		3,792			12,652		25,250		4,359
Sales		144			23,283		10,362		2,900
Net profit / (loss)		144			4,034		3,767		1,207

F-64

Capital commitments are disclosed in Note 32 (b).

Note 32  Commitments

(a) Royalty commitments

In Argentina, crude oil production accrues royalties payable to the Provinces of Santa Cruz and Mendoza equivalent to 12% on estimated value at well head of those products. This value is equivalent to final sales price less transport, storage and treatment costs.

In Argentina crude oil sales accrue private royalties payable to EPP Petróleo S.A. (2.5% on invoiced amount of crude oil obtained from wells at "Del Mosquito", Province of Santa Cruz, Argentina) and to Occidental Petroleum Argentina INC, formerly Vintage Argentina Ltd. (8% on invoiced amount of crude oil obtained from wells at "Loma Cortaderal" and "Cerro Doña Juana", Province of Mendoza, Argentina).

In Chile, royalties are payable to the Chilean Government, which is calculated at 5% of crude oil production and 3% of gas production.

In Colombia, royalties on production are payable to the Colombian Government and are determined at a rate of 8%. Additionally, under the terms of the Winchester Stock Purchase Agreement, we are obligated to make certain payments to the previous owners of Winchester based on the production and sale of hydrocarbons discovered by exploration wells drilled after October 25, 2011. These payments involve both an earnings based measure and an overriding royalty equal to an estimated 4% carried interest on the part of the vendor. As at the balance sheet date and based on preliminary internal estimates of additions of 2P reserves since acquisition, the Company's best estimate of the total commitment over the remaining life of the concession is a range of US$ 35 million—US$ 42 million (assuming a discount rate of 9.7% and oil price of US$ 94 per barrel).

(b) Capital commitments

Chile

The Tranquilo Block Consortium has committed to drill four exploratory wells, to perform 2D and 3D seismic in the period to January 2013. The joint operation estimates that the remaining commitment amounts to US$ 5,500,000 at GeoPark's working interest (29%), related to the first exploratory phase. In January 2013, the Energy Ministry were informed that, in accordance with the article 3.3 of the Special Operations Contract for the Exploration and Exploitation (CEOP) that after the termination of the first exploratory phase, and after fulfilling the commitment previously mentioned, it had been decided not to continue to the second exploratory period. GeoPark and its partners relinquished the Tranquilo Block, except for an area of 92,417 acres consisting of protected exploitation zones for the Cabo Negro, Marcou Sur, Maria Antonieta and Palos Quemados prospects.

The Otway Block Consortium has committed to drill two exploratory wells and to perform 3D seismic until May 2013. The joint operation estimates that the remaining commitment amounts to US$ 2,400,000 at GeoPark's working interest (25%).

After participating in a farm-in process organized by ENAP, GeoPark was awarded three blocks in Tierra del Fuego (Isla Norte block, Flamenco block and Campanario block).

On 6 November 2012, the Chilean Government signed the CEOPs related to Flamenco and Isla Norte blocks. Subsequently, on 9 January 2013, the Chilean Government also signed the CEOP for Campanario block.

F-65

Future investment commitments assumed by GeoPark were:

•

3 exploratory wells and 350 km2 of seismic surveys on Isla Norte Block (US$ 16,330,000)

•

8 exploratory wells and 578 km2 of seismic surveys on Campanario Block (US$ 41,530,000)

•

10 exploratory wells and 570 km2 of seismic surveys on Flamenco Block (US$ 43,570,000)

As part of the agreement, the investments made in the first exploratory period will be assumed 100% by GeoPark.

Colombia

The Yamu Block Consortium has committed to drill one exploratory well during 2013.

The Llanos 34 Block Consortium has committed to drill one exploratory well between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 3,555,000 at GeoPark's working interest (45%). The Arrendajo Block (10% working interest) Consortium has committed to drill one exploratory well during 2013.

The Llanos 32 Block Consortium has committed to drill two exploratory wells between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 750,000 at GeoPark's working interest (10%).

The Llanos 17 Block Consortium has committed to drill either two exploratory wells or one exploratory well and perform 3D seismic between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 2,450,000 at GeoPark's working interest (36.84%).

The Llanos 62 Block (100% working interest) has committed to drill two exploratory wells between 2013 and 2014. The remaining commitment amounts to US$ 3,000,000.

The Cuerva Block (100% working interest) has committed to drill two exploratory wells between 2013 and 2014. This represents an approximately amount of US$ 4,800,000.

(c) Operating lease commitments—group company as lessee

The Group leases various plant and machinery under non-cancellable operating lease agreements.

The Group also leases offices under non-cancellable operating lease agreements. The lease terms are between 2 and 3 years, and the majority of lease agreements are renewable at the end of the lease period at market rate.

During 2012 a total amount of US$ 4,531,000 (US$ 3,313,000 in 2011) was charged to the income statement and US$ 32,706,000 of operating leases were capitalised as Property, plant and equipment (US$ 28,132,000 in 2011).

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The future aggregate minimum lease payments under non-cancellable operating leases are as follows:

Amounts in US$ '000	2012		2011
Operating lease commitments
Falling due within 1 year		26,464		34,126
Falling due within 1–3 years		3,709		24,797
Falling due within 3–5 years		443		222
Falling due over 5 years		895		—
Total minimum lease payments		31,511		59,145

Note 33  Related parties

Controlling interest

The main shareholders of GeoPark Holdings Limited, a company registered in Bermuda, as of 31 December 2012, are:

a)     18.79% of share capital, by Gerald O'Shaughnessy (founder).

b)     16.05% of share capital, by Energy Holdings, LLC controlled by James F. Park (founder).

c)     11.44% of share capital, by Cartica Corporate Governance Fund, L.P.

d)     7.95% of share capital, by IFC (International Finance Corporation).

e)     4.99% of share capital, by Socoservin Overseas Ltd controlled by Juan Cristóbal Pavez (Non- Executive Director)

f)      5.21% of share capital, by MONEDA A.F.I.

g)     7.60% of share capital, by Pershing Keen, New Jersey (ND).

Balances outstanding and transactions with related parties

Account (Amounts in '000)	Transaction in the year		Balances at year end			Related Party	Relationship
2012
To be recovered from co-ventures		—		8,773		Joint Operations	Joint Operations
Prepayment and other receivables		—		31,138		LGI	Partner
To be paid to co-venturers		—		(2,007	)	Joint Operations	Joint Operations
Exploration costs		31		—		Carlos Gulisano	Non-Executive Director(*)
Administrative costs		219		—		Carlos Gulisano	Non-Executive Director(*)
2011
To be recovered from co-ventures		—		537		Joint Operations	Joint Operations
Prepayment and other receivables		—		6,000		LGI	Partner
Exploration costs		138		—		Carlos Gulisano	Non-Executive Director(*)

(*)    Corresponding to consultancy services.

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There have been no other transactions with the Board of Directors, Executive Board, Executive officers, significant shareholders or other related parties during the year besides the intercompany transactions which have been eliminated in the consolidated financial statements, and normal remuneration of Board of Directors and Executive Board.

Note 34  Fees paid to Auditors

Amounts in US$ '000	2012		2011
Fees payable to the Group's auditors for the audit of the consolidated financial statements		346		120
Fees payable to the Group's auditors for the review of interim financial results		52		32
Fees payable for the audit of the Group's subsidiaries pursuant to legislation		298		113
Non-audit services		713		239
Fees paid to auditors		1,409		504

Non-audit services relates to tax services for US$ 121,000 (US$ 123,000 in 2011) and due diligence and other services for US$ 592,000 (US$ 116,000 in 2011).

Note 35  Business transactions

Acquisitions in Colombia

On 14 February 2012, GeoPark acquired two privately-held exploration and production companies operating in Colombia, Winchester Oil and Gas S.A. and La Luna Oil Company Limited S.A. ("Winchester Luna"). For accounting purposes, these acquisitions were computed as if they had occurred on 1 February 2012.

On 27 March 2012, a second acquisition occurred with the purchase of Hupecol Cuerva LLC ("Hupecol"), a privately-held company with two exploration and production blocks in Colombia. For accounting purposes, this acquisition was computed as if it had occurred on 1 April 2012.

The combined Hupecol and Winchester Luna purchases (acquired for a total consideration of US$ 105 million, adjusted for working capital) provide GeoPark with the following in Colombia:

•

Interests in 10 blocks (ranging from 5% to 100%), with license operationship in four of them, located in the Llanos, Magdalena and Catatumbo Basins, covering an area of approximately 220,000 gross acres.

•

Risk-balanced asset portfolio of existing reserves, low risk development potential and attractive exploration upside.

•

Successful Colombian operating and administrative team to support a smooth transition and start-up in Colombia together with Associations and JVs with principal Colombian operators.

Under the terms of the sale and purchase agreement entered into in 2012 in respect of the acquisition of Winchester Luna, the Company has to make certain payments to the former owners arising from the production and sale of hydrocarbons discovered by exploration wells drilled after 25 October 2011 on the working interests of the companies at that date. These payments which involve both, an earnings based measure and an overriding revenue royalty, equate to an estimated 4% carried interest on the part of the vendor.

In Colombia, royalties on production are payable to the Colombian Government and are determined at a rate of 8%.

F-68

In accordance with the acquisition method of accounting, the acquisition cost was allocated to the underlying assets acquired and liabilities assumed based primarily upon their estimated fair values at the date of acquisition. An income approach (being the net present value of expected future cash flows) was adopted to determine the fair values of the mineral interest. Estimates of expected future cash flows reflect estimates of projected future revenues, production costs and capital expenditures based on our business model.

The following table summarises the combined consideration paid for Winchester Luna and Hupecol, the fair value of assets acquired and liabilities assumed for these transactions:

Amounts in US$ '000	Hupecol			Winchester Luna			Total
Cash (including working capital adjustments)		79,630			32,243			111,873
Total consideration		79,630			32,243			111,873
Cash and cash equivalents		976			5,594			6,570
Property, plant and equipment (including mineral interest)		73,791			37,182			110,973
Trade receivables		4,402			4,098			8,500
Prepayments and other receivables		5,640			2,983			8,623
Deferred income tax assets		10,344			5,262			15,606
Inventories		10,596			1,612			12,208
Trade payables and other debt		(20,487	)		(11,981	)		(32,468	)
Borrowings		—			(1,368	)		(1,368	)
Provision for other long-term liabilities		(5,632	)		(2,738	)		(8,370	)
Total identifiable net assets		79,630			40,644			120,274
Bargain purchase gain on acquisition of subsidiaries(1)		—			8,401			8,401

(1)    the bargain purchase gain is related to the fact that the Company paid a full market price for the proved reserves but received a discount on the probable and possible reserves and resource base acquired due to the vendor's limited ability to fund the future development of these assets.

The purchase price allocation above mentioned is final.

Acquisition-related costs have been charged to administrative expenses in the consolidated income statement for the year ended 31 December 2012.

In accordance with disclosure requirements for business combinations, the Company has calculated its net revenue and profit, considering as if the mentioned acquisitions had occurred at the beginning of the reporting period. The following table summarises both results:

Amounts in US$ '000	Total
Net revenue		275,051
Profit for the year		22,087

The revenue included in the consolidated statement of comprehensive income since acquisition date contributed by the acquired companies was US$ 99,501,000. The acquired companies also contributed profit of US$ 1,152,000 over the same period.

LGI partnership

On 12 March 2010, LGI and the Company agreed to form a new strategic partnership to jointly acquire and develop upstream oil and gas projects in Latin America.

F-69

During 2011, GeoPark and LGI entered into the following agreements through which LGI acquires an equity interest in the Chilean Business of the Group:

•

On 20 May 2011, the Company (through its wholly owned subsidiaries GeoPark Latin America Chilean Branch and GeoPark Chile S.A.) and LGI signed a subscription agreement in which LGI subscribed 10 million of ordinary shares representing 10% equity interest in GeoPark Chile S.A, the Company owner of the Chilean assets, for a total consideration of US$ 70,000,000.

•

On 4 October 2011, an addendum to the agreement dated 20 May 2011 was signed whereby 12.5 million of ordinary shares in GeoPark Chile S.A. were subscribed by LGI, for a consideration of US$ 78,000,000, representing an additional 10%.

The transactions mentioned above have been considered to be a deemed disposal and in accordance with IAS 27 it has been accounted for as a transaction with Non-controlling interest. Consequently, the gain of US$ 111,245,000 has been recognised through equity rather than in the income statement for the year. Under the terms of this agreement LGI also committed to provide additional equity funding of US$ 18 million to GeoPark Chile S.A. over the next three years, being LGI's share of GeoPark Chile S.A.'s commitments under the minimum work programme of the three Tierra del Fuego licences (see Note 32).

In December 2012, LGI has also joined GeoPark's operations in Colombia through the acquisition of a 20% interest in GeoPark Colombia S.A., a company that holds GeoPark's Colombian assets and which includes interests in 10 hydrocarbon blocks. A capital contribution in GeoPark Colombia S.A. for an amount of US$ 14,920,000 was made in 2013. In addition, as part of the transaction, US$ 5,000,000 was transferred directly to the Colombian subsidiary as a loan.

In addition, in March 2013 GeoPark and LGI announced their agreement to extend their strategic alliance to build a portfolio of upstream oil and gas assets throughout Latin America through 2015.

Note 36  Agreement with Methanex

In March 2012, the Company and Methanex signed a third addendum and amendment to the Gas Supply Agreement to incentivise the development of gas reserves. Through this new agreement, the Company completed the drilling of five new gas wells during 2012. Methanex contributed to the cost of drilling the wells in order to improve the project economics. As of 31 December, the Company has fulfilled all the commitments under this agreement.

The Agreement also included monthly commitments of delivering certain volume of gas; in case of failure, the Company could meet the obligation from future deliveries without penalties during a period of three months. Otherwise, the Company has to recognise the corresponding liability. As of 31 December 2012, the accrued penalty amounts to US$ 1.7 million.

Note 37  Subsequent events

Notes issuance

During February 2013, the Company successfully placed US$ 300 million notes which were offered under Rule 144A and Regulation S exemptions of the United States Securities laws.

The Notes, issued by the Company's wholly-owned subsidiary GeoPark Latin America Limited Agencia en Chile ("the Issuer"), were priced at 99.332% and will carry a coupon of 7.50% per annum to yield 7.625% per annum. Final maturity of the notes will be 11 February 2020. The Notes are guaranteed by GeoPark

F-70

Holdings and GeoPark Latin America Chilean Branch and are secured with a pledge of all of the equity interests of the Issuer in GeoPark Chile S.A. and GeoPark Colombia S.A. and a pledge of certain intercompany loans. Notes were rated single B by both Standard & Poor's and Fitch Ratings.

The net proceeds of the notes will be used to finance the Company's expansion plans in the region and also to repay existing debt of approximately US$170 million, including the existing Reg S Notes due 2015 and the Itau loan. The transaction extends GeoPark's debt maturity significantly, allowing the Company to allocate more resources to its investment and inorganic growth programs in the coming years.

Acquisition in Brazil

GeoPark entered 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 Petróleo 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.

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 211 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).

•

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.

F-71

New operations in Brazil

On 14 May 2013, the Company has been awarded seven new licenses in the Brazilian Round 11 of which two are in the Reconcavo Basin in the State of Bahia and five are in the Potiguar Basin in the State of Rio Grande do Norte.

The licensing round was organized by the ANP and all proceedings and bids have been made public. The winning bids are subject to confirmation of qualification requirements.

For its winning bids on the seven blocks, GeoPark has committed to invest a minimum of US$15.3 million (including bonus and work program commitment) during the first 3 years of exploratory period. The new blocks cover an area of approximately 54,850 acres.

Drilling operations start-up in Tierra del Fuego

In April 2013, the Company has started the exploration drilling in Tierra del Fuego in Chile in its partnership with Empresa Nacional de Petroleo de Chile ("ENAP") with the spudding of the Chercán 1 well on the Flamenco Block. Chercán 1 is the first of 21 exploratory wells on the Flamenco, Campanario and Isla Norte Blocks in Tierra del Fuego as part of an estimated US$ 100 million investment commitment during the First Exploration Period. As of the date of this interim consolidated financial report, approximately 1,200 sq km of 3D seismic have been carried out over the three blocks; out of a total 3D seismic program of approximately 1,500 sq km.

Subsidiary undertakings

Subsequent to the year ended 31 December 2012, with the purpose of conducting its multilocation activities and for allowing future business structures, the Group Company has incorporated the wholly owned subsidiaries GeoPark Brasil Exploracao y Producao de Petróleo e Gas Ltda. (Brazil), GeoPark Colombia Coöperatie U.A. (The Netherlands) and GeoPark Brazil Coöperatie U.A. (The Netherlands). At the date of the issuance of these financial statements, these subsidiaries are dormant companies.

F-72

Note 38  Supplemental information on oil and gas activities (unaudited)

The following information is presented in accordance with ASC No. 932 "Extractive Activities—Oil and Gas", as amended by ASU 2010—03 "Oil and Gas Reserves. Estimation and Disclosures", issued by FASB in January 2010 in order to align the current estimation and disclosure requirements with the requirements set in the SEC final rules and interpretations, published on December 31, 2008. This information includes the Company's oil and gas production activities carried out in Chile, Colombia and Argentina.

Table 1—Costs incurred in exploration, property acquisitions and development(1)

The following table presents those costs capitalized as well as expensed that were incurred during each of the years ended as of 31 December 2012 and 2011. The acquisition of properties includes the cost of acquisition of proved or unproved oil and gas properties. Exploration costs include geological and geophysical costs, costs necessary for retaining undeveloped properties, drilling costs and exploratory well equipment. Development costs include drilling costs and equipment for developmental wells, the construction of facilities for extraction, treatment and storage of hydrocarbons and all necessary costs to maintain facilities for the existing developed reserves.

Amounts in US$ '000	Chile		Colombia		Argentina			Total
Year ended 31 December 2012
Acquisition of properties
Proved		—		82,766		—			82,766
Unproved		—		27,818		—			27,818
Total property acquisition		—		110,584		—			110,584
Exploration		58,301		28,999		(1,602	)		85,698
Development		89,669		27,479		499			117,647
Total costs incurred		147,970		167,062		(1,103	)		313,929

Amounts in US$ '000	Chile		Colombia		Argentina		Total
Year ended 31 December 2011
Acquisition of properties
Proved		—		—		—		—
Unproved		—		—		—		—
Total property acquisition		—		—		—		—
Exploration		38,601				3,671		42,272
Development		60,002		—		147		60,149
Total costs incurred		98,603		—		3,818		102,421

(1)    Includes capitalised amounts related to asset retirement obligations.

F-73

Table 2—Capitalised costs related to oil and gas producing activities

The following table presents the capitalized costs as at 31 December 2012 and 2011, for proved and unproved oil and gas properties, and the related accumulated depreciation as of those dates.

Amounts in US$ '000	Chile			Colombia			Argentina			Total
At 31 December 2012
Proved properties
Equipment, camps and other facilities		69,755			16,351			843			86,949
Mineral interest and wells(1)		236,499			103,023			4,849			344,371
Other uncompleted projects		44,806			8,520			—			53,326
Unproved properties		59,924			33,151			31			93,106
Gross capitalised costs		410,984			161,045			5,723			577,752
Accumulated depreciation(1)		(98,161	)		(20,917	)		(5,414	)		(124,492	)
Total net capitalised costs		312,823			140,128			309			453,260

(1)    Includes capitalised amounts related to asset retirement obligations

Amounts in US$ '000	Chile			Colombia		Argentina			Total
At 31 December 2011
Proved properties
Equipment, camps and other facilities		46,259			—		843			47,102
Mineral interest and wells(1)		166,679			—		5,277			171,956
Other uncompleted projects		32,697			—		199			32,896
Unproved properties		37,755			—		4,385			42,140
Gross capitalised costs		283,390			—		10,704			294,094
Accumulated depreciation(1)		(67,559	)		—		(4,673	)		(72,232	)
Total net capitalised costs		215,831			—		6,031			221,862

(1)    Includes capitalised amounts related to asset retirement obligations.

F-74

Table 3—Results of operations for oil and gas producing activities

The breakdown of results of the operations shown below summarises revenues and expenses directly associated with oil and gas producing activities for the years ended 31 December 2012 and 2011. Income tax for the years presented was calculated utilizing the statutory tax rates.

Amounts in US$ '000	Chile			Colombia			Argentina			Total
Year ended 31 December 2012
Net revenue		149,927			99,501			1,050			250,478
Production costs
Operating costs		(30,586	)		(35,069	)		151			(65,504	)
Royalties and other		(7,088	)		(4,164	)		(172	)		(11,424	)
Total production costs		(37,674	)		(39,233	)		(21	)		(76,928	)
Exploration expenses		(22,080	)		(5,528	)		(282	)		(27,890	)
Accretion expense(1)		(265	)		(803	)		(194	)		(1,262	)
Depreciation, depletion and amortization		(28,120	)		(20,964	)		(3,223	)		(52,307	)
Results of operations before income tax		61,788			32,973			(2,670	)		92,091
Income tax		(9,268	)		(10,881	)		935			(19,214	)
Results of oil and gas operations		52,520			22,092			(1,735	)		72,877

Amounts in US$ '000	Chile			Colombia		Argentina			Total
Year ended 31 December 2011
Net revenue		110,103			—		1,477			111,580
Production costs
Operating costs		(23,623	)		—		(203	)		(23,826	)
Royalties and other		(4,634	)		—		(209	)		(4,843	)
Total production costs		(28,257	)		—		(412	)		(28,669	)
Exploration expenses		(8,487	)		—		(1,579	)		(10,066	)
Accretion expense(1)		(178	)		—		(172	)		(350	)
Depreciation, depletion and amortization		(24,958	)		—		(886	)		(25,844	)
Results of operations before income tax		48,223			—		(1,572	)		46,651
Income tax		(7,233	)		—		550			(6,683	)
Results of oil and gas operations		40,990			—		(1,022	)		39,968

(1)    Represents accretion of ARO liability.

F-75

Table 4—Reserve quantity information

Estimated oil and gas reserves

Proved reserves represent estimated quantities of oil (including crude oil and condensate) and natural gas, which available geological and engineering data demonstrates with reasonable certainty to be recoverable in the future from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. The choice of method or combination of methods employed in the analysis of each reservoir was determined by the stage of development, quality and reliability of basic data, and production history.

The Company believes that its estimates of remaining proved recoverable oil and gas reserve volumes are reasonable and such estimates have been prepared in accordance with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008.

The Company estimates its reserves at least once a year. The Company's reserves estimation as of 31 December 31 2012 and 2011 was based on the DeGolyer and MacNaughton Reserves Report (the "D&M Reserves Report"). DeGolyer and MacNaughton prepared its proved oil and natural gas reserve estimates in accordance with Rule 4-10 of Regulation S—X, promulgated by the SEC, and in accordance with the oil and gas reserves disclosure provisions of ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities).

Reserves engineering is a subjective process of estimation of hydrocarbon accumulation, which cannot be accurately measured, and the reserve estimation depends on the quality of available information and the interpretation and judgment of the engineers and geologists. Therefore, the reserves estimations, as well as future production profiles, are often different than the quantities of hydrocarbons which are finally recovered. The accuracy of such estimations depends, in general, on the assumptions on which they are based.

The estimated GeoPark net proved reserves for the properties evaluated as of 31 December 2012, 2011 and 2010 are summarised as follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

	As of 31 December 2012				As of 31 December 2011
	Oil and condensate (Mbbl)		Natural gas (MMcf)		Oil and condensate (Mbbl)		Natural gas (MMcf)
Net proved developed
Chile(1)		2,104.8		12,768.0		2,133.2		24,476.0
Colombia(2)		2,008.6		—		—		—
Argentina		—		—		—		—
Total consolidated		4,113.4		12,768.0		2,133.2		24,476.0
Net proved undeveloped
Chile(1)		3,153.3		16,813.0		3,120.9		32,681.0
Colombia(3)		4,618.4		—		—		—
Argentina		—		—		—		—
Total consolidated		7,771.7		16,813.0		3,120.9		32,681.0
Total proved reserves		11,885.1		29,581.0		5,254.1		57,157.0

(1)    Fell Block accounts for 100% of the reserves.

(2)    Llanos 34 Block and Cuerva Block account for 31% and 53% of the proved developed reserves, respectively.

(3)    Llanos 34 Block and Cuerva Block account for 72% and 25% of the proved undeveloped reserves, respectively.

F-76

Table 5—Net proved reserves of oil, condensate and natural gas

Net proved reserves (developed and undeveloped) of oil and condensate:

Thousands of barrels	Chile			Colombia			Argentina		Total
Reserves as of 31 December 2010(1)		5,349.9			—			—		5,349.9
Increase (decrease) attributable to:
Revisions		(1,253.8	)		—			—		(1,253.8	)
Extensions and discoveries		2,022.0			—			—		2,022.0
Production		(864.0	)		—			—		(864.0	)
Reserves as of 31 December 2011		5,254.1			—			—		5,254.1
Increase (decrease) attributable to:
Revisions		(1,250.8	)		—			—		(1,250.8	)
Extensions and discoveries		2,670.0			—			—		2,670.0
Purchases of minerals in place		—			7,522.8			—		7,522.8
Production		(1,415.2	)		(859.8	)		—		(2,311.0	)
Reserves as of 31 December 2012		5,258.1			6,627.0			—		11,885.1

(1)    Includes 1,377 of developed reserves

Net proved reserves (developed and undeveloped) of natural gas:

Millions of cubic feet	Chile			Colombia		Argentina		Total
Reserves as of 31 December 2010(1)		76,974.0			—		—		76,974.0
Increase (decrease) attributable to:
Revisions		(15,817.0	)		—		—		(15,817.0	)
Extensions and discoveries		5,690.0			—		—		5,690.0
Production		(9,690.0	)		—		—		(9,690.0	)
Reserves as of 31 December 2011		57,157.0			—		—		57,157.0
Increase (decrease) attributable to:
Revisions		(21,860.0	)		—		—		(21,860.0	)
Extensions and discoveries		2,256.0			—		—		2,256.0
Purchases					—		—
Production		(7,972.0	)		—		—		(7,972.0	)
Reserves as of 31 December 2012		29,581.0			—		—		29,581.0

(1)    Includes 30,691 of developed reserves

Revisions refer to changes in interpretation of discovered accumulations and some technical / logistical needs in the area obliged to modify the timing and development plan of certain fields under appraisal and development phases.

F-77

Table 6—Standardized measure of discounted future net cash flows related to proved oil and gas reserves

The following table discloses estimated future net cash flows from future production of proved developed and undeveloped reserves of crude oil, condensate and natural gas. As prescribed by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities), such future net cash flows were estimated using the average first day- of-the-month price during the 12-month period for 2012 and 2011 and using a 10% annual discount factor. Future development and abandonment costs include estimated drilling costs, development and exploitation installations and abandonment costs. These future development costs were estimated based on evaluations made by the Company. The future income tax was calculated by applying the statutory tax rates in effect in the respective countries in which we have interests, as of the date this supplementary information was filed.

This standardized measure is not intended to be and should not be interpreted as an estimate of the market value of the Company's reserves. The purpose of this information is to give standardized data to help the users of the financial statements to compare different companies and make certain projections. It is important to point out that this information does not include, among other items, the effect of future changes in prices, costs and tax rates, which past experience indicates that are likely to occur, as well as the effect of future cash flows from reserves which have not yet been classified as proved reserves, of a discount factor more representative of the value of money over the lapse of time and of the risks inherent to the production of oil and gas. These future changes may have a significant impact on the future net cash flows disclosed below. For all these reasons, this information does not necessarily indicate the perception the Company has on the discounted future net cash flows derived from the reserves of hydrocarbons.

Amounts in US$ '000	Chile			Colombia			Argentina		Total
At 31 December 2012
Future cash inflows		568,647			491,578			—		1,060,225
Future production costs		(135,525	)		(181,780	)		—		(317,305	)
Future development costs		(149,100	)		(45,966	)		—		(195,066	)
Future income taxes		(44,218	)		(98,773	)		—		(142,991	)
Undiscounted future net cash flows		239,804			165,059			—		404,863
10% annual discount		(37,355	)		(31,414	)		—		(68,769	)
Standardized measure of discounted future net cash flows		202,449			133,645			—		336,094
At 31 December 2011
Future cash inflows		681,269			—			—		681,269
Future production costs		(130,786	)		—			—		(130,786	)
Future development costs		(112,014	)							(112,014	)
Future income taxes		(76,544	)		—			—		(76,544	)
Undiscounted future net cash flows		361,925			—			—		361,925
10% annual discount		(76,322	)		—			—		(76,322	)
Standardized measure of discounted future net cash flows		285,603			—			—		285,603

F-78

Table 7—Changes in the standardized measure of discounted future net cash flows from proved reserves

Amounts in US$ '000	Chile			Colombia			Argentina		Total
Present value at 31 December 2010		226,784			—			—		226,784
Sales of hydrocarbon, net of production costs		(83,199	)		—			—		(83,199	)
Net changes in sales price and production costs		145,391			—			—		145,391
Changes in estimated future development costs		(39,039	)		—			—		(39,039	)
Extensions, discoveries and improved recovery less related costs		87,266			—			—		87,266
Development costs incurred		56,566			—			—		56,566
Revisions of previous quantity estimates		(114,297	)		—			—		(114,297	)
Net changes in income taxes		(20,058	)		—			—		(20,058	)
Accretion of discount		28,085			—			—		28,085
Other changes		(1,896	)		—			—		(1,896	)
Present value at 31 December 2011		285,603			—			—		285,603
Sales of hydrocarbon , net of production costs		(110,331	)		(10,015	)		—		(120,346	)
Net changes in sales price and production costs		45,100			—			—		45,100
Changes in estimated future development costs		(73,255	)		—			—		(73,255	)
Extensions and discoveries less related costs		108,768			—			—		108,768
Development costs incurred		57,055			—			—		57,055
Revisions of previous quantity estimates		(174,757	)		—			—		(174,757	)
Purchase of minerals in place		—			143,660			—		143,660
Net changes in income taxes		23,250			—			—		23,250
Accretion of discount		36,215			—			—		36,215
Other changes		4,801			—			—		4,801
Present value at 31 December 2012		202,449			133,645			—		336,094

F-79

Winchester Oil & Gas S. A.

Consolidated financial statement

For one-month period ended January 31, 2012

F-80

Contents

	Page
Independent auditor's report		F-82
Consolidated statement of income and consolidated statement of comprehensive income		F-83
Consolidated statement of financial position		F-84
Consolidated statement of cash flow		F-85
Consolidated statement of changes in equity		F-86
Notes to the consolidated financial statements		F-87

F-81

Report of independent auditors

To the Board of Directors and Shareholders of
Winchester Oil & Gas S.A.:

We have audited the accompanying consolidated statement of financial position of Winchester Oil & Gas S.A. and its subsidiary as of January 31, 2012, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the period of one month then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2.1, the accompanying consolidated financial statements do not include comparative figures for the prior period as required by IAS 1, "Presentation of financial statements". In our opinion, inclusion of comparative figures is necessary to obtain a proper understanding of the current period's financial statements.

In our opinion, except for the exclusion of comparative information as discussed in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Winchester Oil & Gas S.A. and its subsidiary at January 31, 2012, and the results of its operations and its cash flows for the period of one month then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ PricewaterhouseCoopers Ltda.

PricewaterhouseCoopers Ltda.
Bogotá, Colombia
July 18, 2013

F-82

Winchester Oil & Gas S.A.
January 31, 2012
Consolidated statement of income

Amounts in US$ '000	Note		One-month period ended January 31, 2012
NET REVENUE		6		2,613
Production costs		7		(1,196	)
GROSS PROFIT				1,417
Administrative costs		9		(226	)
Selling expenses		10		(508	)
Other operating income				170
OPERATING PROFIT				853
Financial income		11		100
Financial expenses		12		(18	)
PROFIT BEFORE TAX				935
Income tax		13		(594	)
PROFIT FOR THE PERIOD				341
Attributable to:
Owners of the parent				341

Consolidated statement of comprehensive income

Amounts in US$ '000	One-month period ended January 31, 2012
Profit for the period		341
Other comprehensive income		—
Total comprehensive Income for the period		341
Attributable to:
Owners of the parent		341

The notes 1 to 26 are an integral part of these consolidated financial statements.

F-83

Winchester Oil & Gas S.A.
January 31, 2012
Consolidated statement of financial position

Amounts in US$ '000	Note		At January 31, 2012
ASSETS
NON CURRENT ASSETS
Property and equipment		15		26,049
Other financial assets				1,206
TOTAL NON CURRENT ASSETS				27,255
CURRENT ASSETS
Inventories		17		1,306
Trade receivables		18		4,098
Prepayment and other receivables		18		1,082
Prepaid taxes		18		735
Cash and cash equivalents				5,567
TOTAL CURRENT ASSETS				12,788
TOTAL ASSETS				40,043
EQUITY
Equity attributable to owners of the Company
Share capital		20		7
Retained earnings				24,672
TOTAL EQUITY				24,679
LIABILITIES
NON CURRENT LIABILITIES
Trade and other payables		23		266
Provisions and other long-term liabilities		22		2,222
Deferred income tax liability		14		153
TOTAL NON CURRENT LIABILITIES				2,641
CURRENT LIABILITIES
Borrowings		21		1,286
Current income tax				622
Trade and other payables		23		10,815
TOTAL CURRENT LIABILITIES				12,723
TOTAL LIABILITIES				15,364
TOTAL EQUITY AND LIABILITIES				40,043

The notes 1 to 26 are an integral part of these consolidated financial statements.

F-84

Winchester Oil & Gas S.A.
January 31, 2012
Consolidated statement of cash flow

Amounts in US$ '000	One-month period ended January 31, 2012
Cash flows from operating activities
Profit for the period		341
Adjustments for:
Income tax for the period		594
Depreciation of the period		296
Loss on disposal of property and equipment		44
Exchange difference generated by borrowings		85
Changes in working capital		(530	)
Cash flows from operating activities—net		830
Cash flows from investing activities
Purchase of property and equipment		(831	)
Cash flows used in investing activities—net		(831	)
Net (decrease) in cash and cash equivalents		(1	)
Cash and cash equivalents at January 1		5,568
Cash and cash equivalents at the end of the period		5,567
Ending Cash and cash equivalents are specified as follows:
Cash in banks		5,567
Cash and cash equivalents		5,567

The notes 1 to 26 are an integral part of these consolidated financial statements.

F-85

Winchester Oil & Gas S.A.
January 31, 2012
Consolidated statement of changes in equity

	Attributable to owners of the Company
Amount in US$ '000	Share capital		Retained earnings		Non-controlling Interest		Total
Equity at January 1, 2012		7		24,331		—		24,338
Profit for the one-month period		—		341		—		341
Total comprehensive income for the period ended January 31, 2012		—		341		—		341
Balance at January 31, 2012		7		24,672		—		24,679

The notes 1 to 26 are an integral part of these consolidated financial statements.

F-86

Notes to the consolidated financial statements
Amounts expressed in thousands US Dollars

Note 1  General information

Winchester Oil & Gas SA ("The Company") is a corporation incorporated under the laws of the Republic of Panama, registered to the Listing Document 425060 and 405100 and domiciled in the City of Panama, Republic of Panama.

The Company established a branch in Colombia called Winchester Oil & Gas SA through public deed No. 3429 of Notary 36 of Bogotá from November 29, 2002, registered at the Chamber of Commerce of Bogota on December 13, 2002 under No. 107571, Book VI.

The principal activities of the Company are the conduct and further development of an oil and gas business in Colombia, directly or through its branch.

These consolidated financial statements were authorised for issuance by the Board of Directors on July 18, 2013.

Note 2  Summary of significant accounting policies

2.1 Basis of preparation

Basis of preparation

These consolidated financial statements of the Company for a one-month period ended January 31, 2012 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), except that the consolidated financial information do not include comparative figures for the prior period as required by IAS 1 "Presentation of Financial Statements". The purpose of these financial statements is to meet the reporting requirements of Rule 3-05 of Regulation S-X of Securities and Exchange Commission (SEC) according to the Company?s ultimate parent requirements, in connection with an initial public offering process. The consolidated financial statements are presented in United States Dollars and all values are rounded to the nearest thousand (US$'000), except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis.

The Company's transition date for IFRS purposes was January 1, 2011 as the Company did not present financial statements for previous periods. These consolidated financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective as at the time of preparing these statements.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in this note under the title "Accounting estimates and assumptions".

F-87

2.1.1 Changes in accounting policy and disclosure

New and amended standards adopted by the Company:

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after January 1, 2012 that would be expected to have a material impact on the Company.

New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2012 and not early adopted:

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. IFRS 9 is applicable for annual periods beginning on or after January 1, 2015 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 10, 'Consolidated financial statements builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the de-termination of control where this is difficult to assess. IFRS 10 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 11, 'Joint arrangements', establishes principles for financial reporting by entities that have an interest in arrangements that are controlled jointly. IFRS 11 defines joint control and requires an entity that is a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and to account for those rights and obligations in accordance with that type of joint arrangement. IFRS 11 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 12, 'Disclosures of interests in other entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. IFRS 12 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. IFRS 13 is applicable for annual periods beginning on or after January 1, 2013.

F-88

2.2 Going concern

The Directors regularly monitor the Company's cash position and liquidity risks throughout the year to ensure that it has sufficient funds to meet forecast operational and investment funding requirements. Sensitivities are run to reflect latest expectations of expenditures, oil and gas prices and other factors to enable the Company to manage the risk of any funding short falls and/or potential loan covenant breaches.

Considering macroeconomic environment conditions, the performance of the operations and Company's cash position, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue with its investment program in order to increase oil and gas reserves, production and revenues and meeting all its obligations for the foreseeable future. For this reason, the Directors have continued to adopt the going concern basis in preparing the consolidated financial statements.

2.3 Consolidation

The consolidated financial statements include those of the Company and all of its branch undertakings drawn up to the Balance Sheet date.

Intercompany transactions, balances and unrealised gains on transactions between the Company and its branches are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of branch have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company.

2.4 Foreign currency translation

a) Functional and presentation currency

The consolidated financial statements are presented in US Dollars, which is the Company's presentation currency.

Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its branch is the US Dollar.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Income.

2.5 Joint operations

The Company's accounting for its investments in oil and gas related joint operations and other agreements involved in oil and gas exploration and production, have been recognized according to its share of the jointly controlled assets, liabilities, income and expenses.

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2.6 Revenue recognition

Revenue from the sale of crude oil is recognised in the Consolidated Statement of Income when risk transferred to the purchaser, and if the revenue can be measured reliably and is expected to be received. Revenue is shown net of VAT.

2.7 Production costs

Production costs from joint operating agreements are recognized on an accruals basis in accordance with liquidations from the operators of each field. Property and equipment depreciation are also included in this account.

2.8 Financial costs

Financial costs principally include realised and unrealised gains and losses arising from transactions in foreign currencies and the amortisation of financial assets and liabilities.

2.9 Property and equipment

Property and equipment are stated at historical cost less depreciation, and impairment if applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items; including provisions for asset retirement obligation.

Oil and gas exploration and production activities are accounted for in a manner similar to the successful efforts method on a field by field basis. The Company accounts for exploration and evaluation activities in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, capitalising exploration and evaluation costs until such time as the economic viability of producing the underlying resources is determined. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Exploration and evaluation costs may include: license acquisition, geological and geophysical studies (i.e.: seismic), direct labour costs and drilling costs of exploratory wells. No depreciation and/or amortisation is charged during the exploration and evaluation phase. Upon completion of the evaluation phase, the prospects are either transferred to oil and gas properties or charged to expense (exploration costs) in the period in which the determination is made depending whether they have found reserves or not. If not developed, Exploration and evaluation assets are written-off after three years unless, it can be clearly demonstrated that the carrying value of the investment is recoverable.

All field development costs are capitalised within oil and gas properties, and subject to depreciation. Such costs may include the acquisition and installation of production facilities, development drilling costs (including dry holes, service wells and seismic surveys for development purposes), project-related engineering and the acquisition costs of rights and concessions related to proved properties.

Workovers of wells made to develop reserves and/or increase production are capitalised as development costs. Maintenance costs are charged to income when incurred.

Capitalised costs of proved oil and gas properties are depreciated on a licensed area by the licensed area basis, using the unit of production method, based on commercial proved and probable reserves. The calculation of the "unit of production" depreciation takes into account estimated future finding and development costs and is based on current year end unescalated price levels. Changes in reserves and cost

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estimates are recognised prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Commercial reserves are proved oil and gas reserves.

Depreciation of the remaining property and equipment assets (i.e.: furniture and vehicles) not directly associated with oil and gas activities has been calculated by means of the straight line method by applying such annual rates as required to write-off their value at the end of their estimated useful lives. The useful lives range between 3 years and 10 years.

Depreciation is allocated in the Consolidated Statement of Income as production or administrative costs, based on the nature of the associated asset.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

2.10 Provisions and other long-term liabilities

Provisions for asset retirement obligations, restructuring obligations and legal claims are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

The Company records the fair value of the liability for asset retirement obligations in the period in which the wells are drilled. When the liability is initially recorded, the Company capitalises the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value at each reporting period, and the capitalized cost is depreciated over the estimated useful life of the related asset. According to interpretations and application of current legislation and on the basis of the changes in technology and the variations in the costs of restoration necessary to protect the environment, the Company has considered it appropriate to periodically re-evaluate future costs of well-capping. The effects of this recalculation are included in the financial statements in the period in which this recalculation is determined and reflected as an adjustment to the provision and the corresponding property and equipment asset.

2.11 Impairment of non-financial assets

Assets that are not subject to depreciation and/or amortization (i.e. exploration and evaluation assets) are tested annually for impairment. Assets that are subject to depreciation and/or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are tested at the lowest levels for which there are separately identifiable cash flows (cash-generating units), generally a licensed area. Non-financial

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assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

No asset is kept as an exploration and evaluation asset for a period of more than three years, except if it can be clearly demonstrated that the carrying value of the investment will be recoverable.

No impairment loss has been recognised during the first month of 2012.

2.12 Lease contracts

All current lease contracts are considered to be operating leases on the basis that the lessor retains substantially all the risks and rewards related to the ownership of the leased asset. Payments related to operating leases and other rental agreements are recognised in the Consolidated Income Statement on a straight line basis over the term of the contract. The Company's total commitment relating to operating leases and rental agreements is disclosed in Note 24.

2.13 Inventories

Inventories comprise crude oil and materials. Crude oil is measured at the lower of cost and net realisable value.

Materials are measured at the lower between cost and recoverable amount. Cost is determined using the average method. The cost of materials and consumables is calculated at acquisition price with the addition of transportation and similar costs. The Cost of inventories is calculated at the production cost.

2.14 Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the countries where the Company's branches operate and generate taxable income.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised only to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.

2.15 Financial assets

Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through profit or loss; available-for-sale financial assets; and held-to-maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

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All financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at each balance sheet date.

Interest and other cash flows resulting from holding financial assets are recognised in the Consolidated Income Statement when receivable, regardless of how the related carrying amount of financial assets is measured.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise trade receivables, prepayments and other receivables and cash and cash equivalents in the balance sheet. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivables. Loans and receivables are subsequently measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the Consolidated Statement of Income. All of the Company's financial assets are classified as loan and receivables.

2.16 Other financial assets

Non current other financial assets relate to restricted funds made for environmental obligations according to Colombian government rules.

2.17 Impairment of financial assets

Provision against trade receivables is made when objective evidence is received that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

2.18 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks.

2.19 Trade and other payable

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortized cost using the effective interest method.

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2.20 Borrowings

Borrowings are obligations to pay cash and are recognised when the Company becomes a party to the contractual provisions of the instrument.

Borrowings are recognised initially at fair value, net of transaction costs incurred.

Direct issue costs are charged to the Consolidated Statement of Income on an accruals basis using the effective interest method.

2.21 Share capital

Equity comprises the following:

•

"Share capital" representing the proceeds from capital contributions received; currently the formalization of shares issuance is in process.

•

"Retained earnings" representing retained profits and losses.

Note 3  Financial instruments—risk management

The Company is exposed through its operations to the following financial risks:

•

Currency risk

•

Price risk

•

Credit risk—concentration

•

Funding and liquidity risk

The policy for managing these risks is set by the Board. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the corporate office. The policy for each of the above risks is described in more detail below.

Currency risk

The functional currency of the Company is the US Dollar. The fluctuation of the Colombian Peso does not impact the loans, costs and revenues held in US Dollars; but it does impact in some balances denominated in local currency, such as prepaid taxes and certain costs. As currency rate changes between the U.S. Dollar and the Colombian Peso, the Company recognizes gains and losses in the Consolidated Statement of Income.

The Company minimises the local currency positions by seeking to equilibrate local and foreign currency assets and liabilities. However tax balances are very difficult to match with local currency assets. Therefore the Company maintains a net exposure to changes in currency exchange rates.

Most of the Company's assets are associated with oil and gas productive assets. Such assets in the oil and gas industry, including in the local markets are usually settled in US Dollar equivalents.

During the first month of 2012, the Colombian Peso strengthened by 6,6%. If the Colombian Peso had strengthened by an additional 5% against the US Dollar, with all other variables held constant, post-tax profit for the period would have been higher by US$ 70,500.

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Price risk

The price realized for the oil produced by the Company is linked to international price refer to the mixed Vasconia which is settled in the international markets in US Dollars. The market price of these commodities is subject to significant fluctuation but the Board did not consider appropriate to manage the Company's risk to such fluctuation through futures contracts or similar because to do so would not have been economic at the achieved production levels.

If the market prices of Brent had fallen by 10% compared to actual prices during the year, with all other variables held constant, post-tax profit for the period would have been lower by US$ 184,667.

The Board will consider adopting a hedging policy when it deems it appropriate according to the size of the business and market implied volatility.

There are no financial instruments affected by this price risk.

Credit risk—concentration

The Company's credit risk relates mainly to accounts receivable where the credit risks correspond to the recognised values. There is not considered to be any significant risk in respect of the Company's major customers.

Most of the oil we produced was sold to Hocol, a Branch of Ecopetrol, the Colombian Sate owned oil Company. The mentioned company has a very good credit standing and despite the concentration of the credit risk, the management do not consider there to be a significant collection risk.

See disclosure in Note 18.

Funding and liquidity risk

Liquidity risk represents the Company's inability to meet its short and long-term financial commitments.

Cash flow forecasting is performed in the operating activities including those activities through joint agreements with partners. The Company finance monitors rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom to fund the committed work programs of the Blocks. Producing Blocks combined low operating costs and the flexibility of a discretionary investment program that can be maintained, reduced or increased in the short term depending on the environment economic conditions.

Note 4  Accounting estimates and assumptions

Estimates and assumptions are used in preparing the consolidated financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and assumptions used in these consolidated financial statements are noted below:

•

The Company adopts an approach similar to the successful efforts method of accounting. Management makes assessments and estimates regarding whether an exploration property should continue to be carried forward as an exploration and evaluation asset not yet determined or when insufficient information exists for this type of cost to remain as an asset. In making this assessment the

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Management takes professional advice from qualified independent experts, such as petroleum reserve engineers.

•

Cash flow estimates for impairment assessments require assumptions about two primary elements—future prices and oil and gas reserves. Estimates of future prices require significant judgments about highly uncertain future events. Historically, oil and gas prices have exhibited significant volatility. Our forecasts for oil and gas revenues are based on prices derived from future price forecasts amongst industry analysts and our own assessments. Our estimates of future cash flows are generally based on our assumptions of long-term prices and operating and development costs. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of impairment to be a critical accounting estimate.

The process of estimating reserves is complex. It requires significant judgements and decisions based on available geological, geophysical, engineering and economic data. The estimation of economically recoverable oil and natural gas reserves and related future net cash flows was performed based on internal estimates performed by the Company's technical team which incorporates many factors and assumptions including:

•

expected reservoir characteristics based on geological, geophysical and engineering assessments;

•

future production rates based on historical performance and expected future operating and investment activities;

•

future oil and gas prices and quality differentials;

•

assumed effects of regulation by governmental agencies; and

•

future development and operating costs.

Management believes these factors and assumptions are reasonable based on the information available to us at the time we prepare our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.

•

Oil and gas assets held in property and equipment are mainly depreciated on a unit of production basis at a rate calculated by reference to proven reserves.

•

Obligations related to the plugging of wells once operations are terminated imply the recognition of significant obligations. Estimating the future abandonment costs is difficult and requires management to make estimates and judgments because most of the obligations are many years in the future. Technologies and costs are constantly changing as well as political, environmental, safety and public relations considerations. The Company has adopted the following criterion for recognising well plugging and abandonment related costs: the present value of future costs necessary for well plugging and abandonment is calculated for each area on the basis of a cash. The liabilities recognised are based upon estimated future abandonment costs, wells subject to abandonment, time to abandonment, and future inflation rates.

Note 5  Consolidated statement of cash flow

The Consolidated Statement of Cash Flow shows the Company's cash flows for the period for operating, investing and financing activities and the change in cash and cash equivalents during the period.

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Cash flows from operating activities are computed from the results for the year adjusted for non-cash operating items, changes in net working capital, and corporation tax. Tax paid is presented as a separate item under operating activities.

During the first month of 2012, there were not any material non-cash transactions.

Cash and cash equivalents include liquid funds with a term of less than three months.

Note 6  Net revenue

Amounts in US$ '000	One-month period ended January 31, 2012
Sale of crude oil		2,613
		2,613

Note 7  Production costs

Amounts in US$ '000	One-month period ended January 31, 2012
Depreciation		290
Staff costs		84
Royalties		166
Consumables		172
Other costs		484
		1,196

Note 8  Depreciation

Amounts in US$ '000	One-month period ended January 31, 2012
Oil and gas properties		279
Production facilities and machinery		9
Furniture, equipment and vehicles		8
Depreciation of property and equipment		296

Recognised as follows:

Production costs	290
Administrative costs	6
Depreciation total	296

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Note 9  Administrative costs

Amounts in US$ '000	One-month period ended January 31, 2012
Staff costs		54
Consultant fees		112
Office expenses		13
Depreciation		6
Other administrative costs		41
		226

Note 10  Selling expenses

Amounts in US$ '000	One-month period ended January 31, 2012
Transportation		508
		508

Note 11  Financial income

Amounts in US$ '000	One-month period ended January 31, 2012
Net exchange difference		87
Interest received		13
		100

Note 12  Financial expenses

Amounts in US$ '000	One-month period ended January 31, 2012
Bank charges and other financial costs		18
		18

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Note 13  Income tax

Amounts in US$ '000	One-month period ended January 31, 2012
Current tax		(622	)
Deferred income tax		28
		(594	)

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

Amounts in US$ '000	One-month period ended January 31, 2012
Profit before income tax		935
Income tax calculated at statutory tax rate		(309	)
Non taxable loss		(285	)
Income tax		(594	)

Income tax rate in Colombia is 33%.

Note 14  Deferred income tax liability

The gross movement on the deferred income tax account is as follows:

Amounts in US$ '000	One-month period ended January 31, 2012
Deferred tax liability at January 1, 2012		(181	)
Income statement charge		28
Deferred tax liability at January 31, 2012		(153	)

The breakdown and movement of deferred tax position as of January 31, 2012 is as follows:

Amounts in US$ '000	At the beginning			Charged to net loss		At end of the period
Deferred tax position
Net deferred tax generated for assets and liabilities in joint agreements		(1,334	)		28		(1,306	)
Other		1,153			—		1,153
Total		(181	)		28		(153	)

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Note 15  Property and equipment

Amounts in US$'000	Oil & gas properties			Furniture, equipment and vehicles			Production facilities and machinery			Construction in progress		Exploration and evaluation assets		TOTAL
Cost at January 1, 2012		30,550			625			7,196			1,190		6,501		46,062
Additions		—			—			—			12		819		831
Disposal		—			(19	)		(25	)		—		—		(44	)
Cost at January 31, 2012		30,550			606			7,171			1,202		7,320		46,849
Depreciation and write-down at January 1, 2012		(16,923	)		(297	)		(3,284	)		—		—		(20,504	)
Depreciation		(279	)		(8	)		(9	)		—		—		(296	)
Depreciation and write-down at January 31, 2012		(17,202	)		(305	)		(3,293	)		—		—		(20,800	)
Carrying amount at January 31, 2012		13,348			301			3,878			1,202		7,320		26,049

Note 16  Branch undertakings

Details of the branch and participation in join agreements of the Company are set out below:

	Name and registered office	Ownership interest
Branch	Sucursal Winchester Oil and Gas S.A. (Colombia)	100%
Join operations	Yamu Block (Colombia)	75%-43,83%
	Llanos 34 Block (Colombia)	45%
	Abanico Block (Colombia)	10%
	Arrendajo Block (Colombia)	10%
	Cerrito Block (Colombia)	10%

Note 17  Inventories

Amounts in US$ '000	At January 31, 2012
Crude oil		350
Materials		956
		1,306

Note 18  Trade receivables and prepayments and other receivables

Amounts in US$ '000	At January 31, 2012
Trade receivables		4,098
Prepaid taxes		735
Prepayments and other receivables		1,082
Total		5,915
Classified as follows:
Current		5,915
Total		5,915

F-100

Trade receivables that are aged by less than three months are not considered impaired. As of January 31, 2012, there are no balances aged by more than 3 months or due between 31 days and 90 days as of January 31, 2012.

The credit period for trade receivables is 30 days. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Company does not hold any collateral as security.

The carrying value of trade receivables is considered to represent a reasonable approximation of its fair value due to their short term nature.

Note 19  Financial instruments by category

Amounts in US$ '000	Loans and receivables
Assets as per statement of financial position
Cash and cash equivalents		5,567
Trade receivables		4,098
Other financial assets		1,206
		10,871

Amounts in US$ '000	Other financial liabilities / Amortized cost
Liabilities as per statement of financial position
Trade payables		10,815
Borrowings		1,286
		12,101

Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Amounts in US$ '000	At January 31, 2012
Trade receivables
Counterparties with an external credit rating (Moody's)
Baa2		4,098
Total trade receivables		4,098

All trade receivables are denominated in US Dollars.

Cash at bank
Counterparties with an external credit rating	5,567
Total	5,567

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Financial liabilities—contractual undiscounted cash flows

The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Amounts in US$ '000	Less than 1 year		Between 1 and 2 years
At January 31, 2012
Borrowings		1,286		—
Trade payables		10,815		266
		12,101		266

Note 20  Share capital

Shares

The share capital of the company corresponds to 10,000 common shares for an equivalent amount of US$ 7,000.

Note 21  Borrowings

The outstanding amounts are as follows:

Amounts in US$ '000	At January 31, 2012
Banco BBVA(a)		1,286
		1,286

Classified as follows:

Current 1,286

(a)    Corresponds to a loan obtained in December 2010, according to the following conditions: annual interest rate 6.9% and duration of 18 months.

Note 22  Provisions and other long-term liabilities

The outstanding amounts are as follows:

Amounts in US$ '000	Assets retirement obligation		Other		Total
At January 1, 2012		1,765		457		2,222
Unwinding of discount		—		—		—
At January 31, 2012		1,765		457		2,222

The provision for decommissioning relates to the estimation of future disbursements related to the abandonment and decommissioning of oil and gas wells. This provision will be utilised when the related wells are fully depleted.

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Note 23  Trade and other payables

The outstanding amounts are as follows:

Amounts in US$ '000	At January 31, 2012
Trade and other payables		4,991
Staff costs to be paid		168
To be paid to co-venturers		3,790
Taxes and other debts to be paid		1,619
Other		513
		11,081

Classified as follows:

Current	10,815
Non-current	266
Total	11,081

The fair value of these short term financial instruments are not individually determined as the carrying amount is a reasonable approximation of fair value.

Note 24  Commitments

(a) Royalty commitments

In Colombia, royalties on production are payable to the Colombian Government and are determined at a rate of 8%. Additionally, under the terms of the Winchester Stock Purchase Agreement, we are obligated to make certain payments to the previous owners of Winchester based on the production and sale of hydrocarbons discovered by exploration wells drilled after October 25, 2011.

These payments involve both an earnings based measure and an overriding royalty equal to an estimated 4% carried interest on the part of the vendor. As at the balance sheet date and based on preliminary internal estimates of additions of 2P reserves since acquisition, the Company's best estimate of the total commitment over the remaining life of the concession is a range of US$ 35 million—US$ 42 million (assuming a discount rate of 9.7% and oil price of US$ 94 per barrel).

(b) Capital commitments

The Yamu Block Consortium has committed to drill one exploratory well during 2012/2013.

The Llanos 34 Block Consortium has committed to drill one exploratory well between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 3,555,000 at GeoPark's working interest (45%). The Arrendajo Block (10% working interest) Consortium has committed to drill one exploratory well during 2013.

(c) Operating lease commitments—Group Company as lessee

As of January 31, 2012, the Company has no significant future commitments under non-cancellable operating lease agreements.

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Note 25  Related parties

Balances outstanding with related parties

	At January 31, 2012
Related Party and account	Relationship	Related Party	Current
Co-venturers—Prepayments and other receivables	Joint operations	Joint operations		32
Related Parties—Prepayments and other receivables	Participations agreements	Luna Oil Co		27
Co-venturers—Trade payables and other	Joint operations	Joint operations		3,790

Note 26  Subsequent events

In February 2012, the Company was acquired by Geopark Colombia S.A.S., a company dedicated to the exploration and exploitation of hydrocarbons based in Colombia. Geopark Colombia S.A.S. is an indirect subsidiary of Geopark Holdings Limited, a Bermuda oil and gas company. As a result of this transaction, Geopark Holdings Limited obtained the control over the Company as of the acquisition date.

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Winchester Oil & Gas S. A.

Consolidated financial statements

As of and for the year ended December 31, 2011

F-105

Winchester Oil & Gas S.A.
December 31, 2011

Contents

Independent auditor's report	F-107
Consolidated statement of income	F-108
Consolidated statement of comprehensive income	F-108
Consolidated statement of financial position	F-109
Consolidated statement of changes in equity	F-110
Consolidated statement of cash flow	F-111
Notes to the consolidated financial statements	F-112

F-106

Report of independent auditors

To the Board of Directors and Shareholders of
Winchester Oil & Gas S.A.:

We have audited the accompanying consolidated statement of financial position of Winchester Oil & Gas S.A. and its subsidiary as of December 31, 2011, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2.1, the accompanying consolidated financial statements do not include comparative figures for the prior year as required by IAS 1, 'Presentation of financial statements'. In our opinion, inclusion of comparative figures is necessary to obtain a proper understanding of the current period's financial statements.

In our opinion, except for the exclusion of comparative information as discussed in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Winchester Oil & Gas S.A. and its subsidiary at December 31, 2011, and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ PricewaterhouseCoopers Ltda.

PricewaterhouseCoopers Ltda.
Bogotá, Colombia
July 18, 2013

F-107

Winchester Oil & Gas S.A.
December 31, 2011
Consolidated statement of income

Amounts in US$ '000	Note		2011
NET REVENUE		6		26,663
Production costs		7		(13,612	)
GROSS PROFIT				13,051
Exploration costs		10		(7,563	)
Administrative costs		11		(2,196	)
Selling expenses		12		(2,848	)
Other operating net expenses		13		(828	)
OPERATING LOSS				(384	)
Financial income		14		1,444
Financial expenses		15		(675	)
PROFIT BEFORE INCOME TAX				385
Income tax		16		(3	)
PROFIT FOR THE YEAR				382
Attributable to:
Owners of the Company				382

Consolidated statement of comprehensive income

Amounts in US$ '000	2011
Profit for the year		382
Total comprehensive income for year		382
Attributable to:
Owners of the Company		382

The notes 1 to 30 are an integral part of these consolidated financial statements.

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Winchester Oil & Gas S.A.
December 31, 2011
Consolidated statement of financial position

Amounts in US$ '000	Note		2011
ASSETS
NON CURRENT ASSETS
Properties, plant and equipment		18		25,558
Financial instruments		22		1,100
TOTAL NON CURRENT ASSETS				26,658
CURRENT ASSETS
Inventories		20		2,067
Trade receivables		21		4,434
Prepayments and other receivables		21		1,449
Prepaid taxes		21		475
Financial instruments		22		5,568
TOTAL CURRENT ASSETS				13,993
TOTAL ASSETS				40,651
TOTAL EQUITY
Equity attributable to owners of the Company
Share capital		23		7
Retained earnings				24,331
TOTAL EQUITY				24,338
LIABILITIES
NON CURRENT LIABILITIES
Provisions and other long-term liabilities		25		2,222
Deferred income tax liabilities		17		181
Trade and other payables		26		174
TOTAL NON CURRENT LIABILITIES				2,577
CURRENT LIABILITIES
Borrowings		24		1,201
Trade and other payables		26		12,535
TOTAL CURRENT LIABILITIES				13,736
TOTAL LIABILITIES				16,313
TOTAL EQUITY AND LIABILITIES				40,651

The notes 1 to 30 are an integral part of these consolidated financial statements.

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Winchester Oil & Gas S.A.
December 31, 2011
Consolidated statement of changes in equity

Amount in US$ '000	Share capital		Retained earnings		Total
Balances at December 31, 2010		7		23,949		23,956
Comprehensive income:
Profit for the year 2011		—		382		382
Total Comprehensive Income for the Year 2011		—		382		382
Balances at December 31, 2011		7		24,331		24,338

The notes 1 to 30 are an integral part of these consolidated financial statements.

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Winchester Oil & Gas S.A.
December 31, 2011
Consolidated statement of cash flow

Amounts in US$ '000	Note		2011
Cash flows from operating activities
Profit for the year				382
Adjustments for:
Income tax for the period		15		3
Depreciation of the period		8		4,844
Write-off of unsuccessful efforts		10		7,563
Accrual of borrowing's interests				4
Unwinding of discount		14		90
Changes in working capital				(5,137	)
Cash flows from operating activities—net				7,749
Cash flows from investing activities
Additions of properties, plant and equipment		17		(11,250	)
Cash flows used in investing activities—net				(11,250	)
Net decrease in cash and cash equivalents				(3,501	)
Cash and cash equivalents at 1 January				9,069
Cash and cash equivalents at the end of the year				5,568
Ending Cash and cash equivalents are specified as follows:
Cash in bank				5,568
Cash and cash equivalents				5,568

The notes 1 to 30 are an integral part of these consolidated financial statements.

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Winchester Oil & Gas S.A.
December 31, 2011
Notes to the consolidated financial statements
Amounts expressed in US Dollars

Note 1  General information

Winchester Oil & Gas S.A. ("The Company") is a corporation incorporated under the laws of the Republic of Panama, registered to the Listing Document 425060 and 405100 and domiciled in the City of Panama, Republic of Panama.

The Company established a branch in Colombia called Winchester Oil & Gas S.A. through public deed No. 3429 of Notary 36 of Bogotá from November 29, 2002, registered at the Chamber of Commerce of Bogota on December 31, 2002 under No. 107571, Book VI.

The principal activities of the Company are the conduct and further development of an oil and gas business in Colombia, directly or through its branch.

These consolidated financial statements were authorised for issuance by the Board Directors on July 18, 2013.

Note 2  Summary of significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of Winchester Oil & Gas S.A. as of and for the year ended December 31, 2011 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), except that the consolidated financial information do not include comparative figures for the prior period as required by IAS 1 "Presentation of Financial Statements". The purpose of these financial statements is to meet the reporting requirements of Rule 3-05 of Regulation S-X of Securities and Exchange Commission (SEC) according to the Company?s ultimate parent requirements, in connection with an initial public offering process. The consolidated financial statements are presented in United States Dollars and all values are rounded to the nearest thousand (US$'000), except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis.

The Company's transition date for IFRS purposes was January 1, 2011 as the Company did not present financial statements for previous periods. These consolidated financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective as at the time of preparing these statements.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in this note under the title "Accounting estimates and assumptions".

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First-time application of IFRS

For purpose of preparing its first financial statements, the Company did not make use of any of the optional exemptions set by IFRS 1 "First Time Adoption of IFRS" for its operations and those of its subsidiaries. The mandatory exceptions in IFRS 1 did not have any significant impact for the Company. As the Company did not present financial statement for previous periods, no reconciliation from previous GAAP to IFRS is included in these financial statements.

2.1.1 Changes in accounting policy and disclosure

New and amended standards adopted by the Company:

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after January 1, 2011 that would be expected to have a material impact on the Company.

New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2011 and not early adopted:

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. IFRS 9 is applicable for annual periods beginning on or after January 1, 2015 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 10, 'Consolidated financial statements' builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 10 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 11, 'Joint arrangements', establishes principles for financial reporting by entities that have an interest in arrangements that are controlled jointly. IFRS 11 defines joint control and requires an entity that is a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and to account for those rights and obligations in accordance with that type of joint arrangement. IFRS 11 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 12, 'Disclosures of interests in other entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. IFRS 12 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

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IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. IFRS 13 is applicable for annual periods beginning on or after January 1, 2013.

IFRS 13 is not expected to have a significant impact on the balances recorded in the financial statements as at December 31, 2011 but would require the company to apply different valuation techniques to certain items (e.g. debt acquired as part of a business combination) recognised at fair value as and when they arise in the future.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Management assessed the relevance of other new standards, amendments or interpretations not yet effective and concluded that they are not relevant to Company.

2.2 Going concern

The Directors regularly monitor the Company's cash position and liquidity risks throughout the year to ensure that it has sufficient funds to meet forecast operational and investment funding requirements. Sensitivities are run to reflect latest expectations of expenditures, oil and gas prices and other factors to enable the Company to manage the risk of any funding short falls and/or potential loan covenant breaches.

Considering macroeconomic environment conditions, the performance of the operations and Company's cash position, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue with its investment program in order to increase oil and gas reserves, production and revenues and meeting all its obligations for the foreseeable future. For this reason, the Directors have continued to adopt the going concern basis in preparing the consolidated financial statements.

2.3 Consolidation

The consolidated financial statements include those of the Company and all of its Branch undertakings drawn up to the Balance Sheet date.

Intercompany transactions, balances and unrealised gains on transactions between the Company and its branches are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of branch have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company.

2.4 Foreign currency translation

a) Functional and presentation currency

The consolidated financial statements are presented in US Dollars, which is the Company's presentation currency.

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Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its branch is the US Dollar.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Income.

2.5 Joint operations

The Company's accounting for its investments in oil and gas related joint operations and other agreements involved in oil and gas exploration and production, have been recognized according to its share of the jointly controlled assets, liabilities, income and expenses.

2.6 Revenue recognition

Revenue from the sale of crude oil is recognised in the Consolidated Statement of Income when risk transferred to the purchaser, and if the revenue can be measured reliably and is expected to be received. Revenue is shown net of VAT.

2.7 Production costs

Production costs include wages and salaries incurred to achieve the net revenue for the year. Direct and indirect costs of raw materials and consumables, rentals and leasing, property and equipment depreciation and royalties are also included within this account.

2.8 Financial costs

Financial costs include interest expenses, realised and unrealised gains and losses arising from transactions in foreign currencies and the amortisation of financial assets and liabilities. The Company has not capitalised borrowing cost for wells and facilities during 2011.

2.9 Property and equipment

Property and equipment are stated at historical cost less depreciation, and impairment if applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items; including provisions for asset retirement obligation.

Oil and gas exploration and production activities are accounted for in a manner similar to the successful efforts method on a field by field basis. The Company accounts for exploration and evaluation activities in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, capitalising exploration and evaluation costs until such time as the economic viability of producing the underlying resources is determined. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Exploration and evaluation costs may include: license acquisition, geological and geophysical studies (i.e.: seismic), direct labour costs and drilling costs of exploratory wells. No depreciation and/or amortisation is

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charged during the exploration and evaluation phase. Upon completion of the evaluation phase, the prospects are either transferred to oil and gas properties or charged to expense (exploration costs) in the period in which the determination is made depending whether they have found reserves or not. If not developed, Exploration and evaluation assets are written-off after three years unless, it can be clearly demonstrated that the carrying value of the investment is recoverable.

A charge of US$ 7,563,052 has been recognised in the Consolidated Statement of Income within Exploration costs for write-offs (see Note 10).

All field development costs are capitalised within oil and gas properties, and subject to depreciation. Such costs may include the acquisition and installation of production facilities, development drilling costs (including dry holes, service wells and seismic surveys for development purposes), project-related engineering and the acquisition costs of rights and concessions related to proved properties.

Workovers of wells made to develop reserves and/or increase production are capitalised as development costs. Maintenance costs are charged to income when incurred.

Capitalised costs of proved oil and gas properties are depreciated on a licensed area by the licensed area basis, using the unit of production method, based on commercial proved and probable reserves. The calculation of the "unit of production" depreciation takes into account estimated future finding and development costs and is based on current year end unescalated price levels. Changes in reserves and cost estimates are recognised prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Commercial reserves are proved oil and gas reserves.

Depreciation of the remaining property and equipment assets (i.e.: furniture and vehicles) not directly associated with oil and gas activities has been calculated by means of the straight line method by applying such annual rates as required to write-off their value at the end of their estimated useful lives. The useful lives range between 3 years and 10 years.

Depreciation is allocated in the Consolidated Statement of Income as production or administrative costs, based on the nature of the associated asset.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (see Impairment of non-financial assets in Note 2.11).

2.10 Provisions and other long-term liabilities

Provisions for asset retirement obligations, restructuring obligations and legal claims are recognised when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Restructuring provisions comprise lease termination penalties and employee termination payments.

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense.

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The Company records the fair value of the liability for asset retirement obligations in the period in which the wells are drilled. When the liability is initially recorded, the Company capitalises the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value at each reporting period, and the capitalized cost is depreciated over the estimated useful life of the related asset. According to interpretations and application of current legislation and on the basis of the changes in technology and the variations in the costs of restoration necessary to protect the environment, the Company has considered it appropriate to periodically re-evaluate future costs of well-capping. The effects of this recalculation are included in the financial statements in the period in which this recalculation is determined and reflected as an adjustment to the provision and the corresponding property and equipment asset.

2.11 Impairment of non-financial assets

Assets that are not subject to depreciation and/or amortization (i.e. exploration and evaluation assets) are tested annually for impairment. Assets that are subject to depreciation and/or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are tested at the lowest levels for which there are separately identifiable cash flows (cash-generating units), generally a licensed area.

Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

No asset is kept as an exploration and evaluation asset for a period of more than three years, except if it can be clearly demonstrated that the carrying value of the investment will be recoverable.

No impairment loss has been recognised during 2011, only write-offs (see Note 10).

2.12 Lease contracts

All current lease contracts are considered to be operating leases on the basis that the lessor retains substantially all the risks and rewards related to the ownership of the leased asset. Payments related to operating leases and other rental agreements are recognised in the Consolidated Income Statement on a straight line basis over the term of the contract. The Company's total commitment relating to operating leases and rental agreements is disclosed in Note 27.

2.13 Inventories

Inventories comprise crude oil and materials. Crude oil is measured at the lower of cost and net realizable value.

Materials are measured at the lower between cost and recoverable amount. Cost is determined using the average method. The cost of materials and consumables is calculated at acquisition price with the addition of transportation and similar costs. The Cost of inventories is calculated at the production cost.

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2.14 Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated statement of income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the balance sheet date in the countries where the Company's branches operate and generate taxable income.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised only to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.

2.15 Financial assets

Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through profit or loss; available-for-sale financial assets; and held-to-maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

All financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at each balance sheet date.

Interest and other cash flows resulting from holding financial assets are recognised in the Consolidated Income Statement when receivable, regardless of how the related carrying amount of financial assets is measured.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise trade receivables, prepayments and other receivables and cash and cash equivalents in the balance sheet. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivables. Loans and receivables are subsequently measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the Consolidated Statement of Income. All of the Company's financial assets are classified as loan and receivables.

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2.16 Other financial assets

Non current other financial assets relate to restricted funds made for environmental obligations according to Colombian government rules.

2.17 Impairment of financial assets

Provision against trade receivables is made when objective evidence is received that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

2.18 Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks.

2.19 Trade and other payable

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortized cost using the effective interest method.

2.20 Borrowings

Borrowings are obligations to pay cash and are recognised when the Company becomes a party to the contractual provisions of the instrument.

Borrowings are recognised initially at fair value, net of transaction costs incurred.

Direct issue costs are charged to the Consolidated Statement of Income on an accruals basis using the effective interest method.

2.21 Share capital

Equity comprises the following:

•

"Share capital" representing the proceeds from capital contributions received; currently the formalization of shares issuance is in process.

•

"Retained earnings" representing retained profits and losses.

Note 3  Financial Instruments-risk management

The Company is exposed through its operations to the following financial risks:

•

Currency risk

•

Price risk

•

Credit risk—concentration

•

Funding and liquidity risk

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The policy for managing these risks is set by the Board. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the corporate office. The policy for each of the above risks is described in more detail below.

Currency risk

The functional currency of the Company is the US Dollar. The fluctuation of the Colombian Peso does not impact the loans, costs and revenues held in US Dollars; but it does impact in some balances denominated in local currency, such as prepaid taxes and certain costs. As currency rate changes between the U.S. Dollar and the Colombian Peso, the Company recognizes gains and losses in the Consolidated Statement of Income.

The Company minimises the local currency positions by seeking to equilibrate local and foreign currency assets and liabilities. However tax balances are very difficult to match with local currency assets. Therefore the Company maintains a net exposure to changes in currency exchange rates.

Most of the Company's assets are associated with oil and gas productive assets. Such assets in the oil and gas industry, including in the local markets are usually settled in US Dollar equivalents.

During 2011, the Colombian Peso strengthened by 1,5%. If the Colombian Peso had strengthened by an additional 5% against the US Dollar, with all other variables held constant, post-tax loss for the year would have been higher by US$ 74,239.

Price risk

The price realized for the oil produced by the Company is linked to international price refer to the mixed Vasconia which is settled in the international markets in US Dollars. The market price of these commodities is subject to significant fluctuation but the Board did not consider appropriate to manage the Company's risk to such fluctuation through futures contracts or similar because to do so would not have been economic at the achieved production levels.

If the market prices of Brent had fallen by 10% compared to actual prices during the year, with all other variables held constant, post-tax loss for the year would have been higher by US$1,252,516.

The Board will consider adopting a hedging policy when it deems it appropriate according to the size of the business and market implied volatility.

There are no financial instruments affected by this price risk.

Credit risk—concentration

The Company's credit risk relates mainly to accounts receivable where the credit risks correspond to the recognised values. There is not considered to be any significant risk in respect of the Company's major customers.

Approximately 93% of the oil we produced was sold to Hocol, a Branch of Ecopetrol, the Colombian Sate owned oil Company. The mentioned company has a very good credit standing and despite the concentration of the credit risk, the Management do not consider there to be a significant collection risk.

See disclosure in Note 21.

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Funding and liquidity risk

Liquidity risk represents the Company's inability to meet its short and long-term financial commitments.

Cash flow forecasting is performed in the operating activities including those activities through joint agreements with partners. The Company finance monitors rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom to fund the committed work programs of the Blocks. Producing Blocks combined low operating costs and the flexibility of a discretionary investment program that can be maintained, reduced or increased in the short term depending on the environment economics conditions.

Note 4  Accounting estimates and assumptions

Estimates and assumptions are used in preparing the consolidated financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and assumptions used in these consolidated financial statements are noted below:

•

The Company adopts an approach similar to the successful efforts method of accounting. Management makes assessments and estimates regarding whether an exploration property should continue to be carried forward as an exploration and evaluation asset not yet determined or when insufficient information exists for this type of cost to remain as an asset. In making this assessment the Management takes professional advice from qualified independent experts, such as petroleum reserve engineers.

•

Cash flow estimates for impairment assessments require assumptions about two primary elements—future prices and oil and gas reserves. Estimates of future prices require significant judgments about highly uncertain future events. Historically, oil and gas prices have exhibited significant volatility. Our forecasts for oil and gas revenues are based on prices derived from future price forecasts amongst industry analysts and our own assessments. Our estimates of future cash flows are generally based on our assumptions of long-term prices and operating and development costs. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of impairment to be a critical accounting estimate.

The process of estimating reserves is complex. It requires significant judgements and decisions based on available geological, geophysical, engineering and economic data. The estimation of economically recoverable oil and natural gas reserves and related future net cash flows was performed based on internal estimations performed by the Company's technical team as of December 31, 2011, which incorporates many factors and assumptions including:

•

expected reservoir characteristics based on geological, geophysical and engineering assessments;

•

future production rates based on historical performance and expected future operating and investment activities;

•

future oil and gas prices and quality differentials;

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•

assumed effects of regulation by governmental agencies; and

•

future development and operating costs.

Management believes these factors and assumptions are reasonable based on the information available to us at the time we prepare our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs changes.

•

Oil and gas assets held in property and equipment are mainly depreciated on a unit of production basis at a rate calculated by reference to proven reserves.

•

Obligations related to the plugging of wells once operations are terminated imply the recognition of significant obligations. Estimating the future abandonment costs is difficult and requires management to make estimates and judgments because most of the obligations are many years in the future. Technologies and costs are constantly changing as well as political, environmental, safety and public relations considerations. The Company has adopted the following criterion for recognising well plugging and abandonment related costs: the present value of future costs necessary for well plugging and abandonment is calculated for each area on the basis of a cash. The liabilities recognised are based upon estimated future abandonment costs, wells subject to abandonment, time to abandonment, and future inflation rates.

Note 5  Consolidated Statement of Cash Flow

The Consolidated Statement of Cash Flow shows the Company's cash flows for the year for operating, investing and financing activities and the change in cash and cash equivalents during the year.

Cash flows from operating activities are computed from the results for the year adjusted for non-cash operating items, changes in net working capital, and corporation tax. Tax paid is presented as a separate item under operating activities.

During 2011, there were not any material non-cash transactions. Cash and cash equivalents include liquid funds with a term of less than three months.

Note 6  Net revenue

Amounts in US$ '000	2011
Crude oil		26,663
		26,663

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Note 7 Production costs  

Amounts in US$ '000	2011
Depreciation of properties, plant and equipment		4,753
Rental equipment		2,383
Staff costs (Note 9)		1,921
Royalties		1,830
Consumables		963
Field camp		203
Facilities maintenance		199
Fees		122
Services		114
Well maintenance		99
Other costs		1,025
		13,612

Note 8  Depreciation

Amounts in US$ '000	2011
Oil and gas properties		4,502
Production facilities and machinery		231
Furniture, equipment and vehicles		111
		4,844

Recognised as follows:

Production costs	4,753
Administrative costs	91
	4,844

Note 9  Staff costs

	2011
Average number of employees		44
Amounts in US$ '000
Wages and salaries		2,371
Social security charges		284
		2,655

Note 10  Exploration costs

Amounts in US$ '000	2011
Write-off of unsuccessful efforts(a)		7,563
		7,563

(a)     The charge corresponds to the write-off of exploration and evaluation assets related to the cost of three unsuccessful exploratory wells (2 well in Yamu Block, one well in Abanico Block, 2 well and Seismic 3D in Sierra Block and the remaining in Jagueyes Block).

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Note 11  Administrative costs

Amounts in US$ '000	2011
Staff costs (Note 9)		734
Consultant fees		691
Rental equipment		248
Services		116
Office expenses		116
Depreciation of properties, plant and equipment		91
Maintenance		34
Other administrative costs		166
		2,196

Note 12  Selling expenses

Amounts in US$ '000	2011
Transportation		2,848
		2,848

Note 13  Other operating net expenses

Amounts in US$ '000	2011
Tax on equity		668
Ambient provision		151
Other expenses net		9
		828

Note 14  Financial income

Amounts in US$ '000	2011
Net exchange difference		1,313
Interest received		131
		1,444

Note 15  Financial expenses

Amounts in US$ '000	2011
Bank charges and other financial costs		581
Unwinding of long-term liabilities		90
Interest and amortization of debt issue costs		4
		675

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Note 16  Income tax

Amounts in US$ '000	2011
Current tax		(1,871	)
Deferred income tax		1,868
		(3	)

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

Amounts in US$ '000	2011
Profit before income tax		385
Income tax calculated at statutory tax rate		(127	)
Non taxable loss		(307	)
Non taxable income		433
Other		4
Income tax		(3	)

Income tax rate in Colombia is 33%.

Tax regulations applicable to the Company?s branch establish the following:

a.     Taxable income is subject to a 33% income tax rate, except for those taxpayers that handle special rates.

b.     The basis to compute income tax shall not be less than 3% of the taxpayer's net equity on the last day of the immediately preceding year.

c.     Until taxable year 2010, and for those taxpayers that had a contract signed at December 31, 2012, the special deduction on effective investments made on real productive fixed assets is equivalent to 30% of the investment value and its use does not result in taxable income for the partners or shareholders. Taxpayers who acquire depreciable fixed assets as of January 1, 2007 and use the deduction mentioned herein, may only depreciate such assets by means of the straight-line method and are not entitled to the audit benefit, even when in compliance with the requirements set forth by tax regulations for such entitlement. Regarding the deduction applied in previous years, if the good over which the benefit applied is not used for the income producing activity or is sold or is written-off before the end of its useful life, it is necessary to include a proportional income for the remaining useful life, upon the sale or retirement. Law 1607 of 2012, derogated the regulation that allowed to sign judicial stability contracts as of taxable year 2013.

d.     Tax losses generated as from 2007 may be offset, readjusted for tax purposes, against ordinary income at any time, without prejudice of the year's presumptive income. Tax losses generated by companies may not be transferred to their partners. Tax losses arisen from non-taxable income or occasional gains or from costs and deductions not cause-related to the generation of taxable income, in no case may be offset against the taxpayer's net taxable income.

e.     As from 2004, income taxpayers having performed transactions with foreign related or affiliated parties and/or residents in countries considered as tax havens are obliged to determine, for income tax

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purposes, their ordinary and extraordinary revenues, costs and deductions, and assets and liabilities considering for these transactions the market prices and profit margins.

h.     Law 1607 of December 2012, reduced to 25% the income tax rate for 2013 and created the "CREE" income tax for equality, which rate will be of 9% for 2013, 2014 and 2015, and as of 2016 the rate will be 8%. Except for the cases of special deductions, such as, offset losses and excess of presumptive income, benefits not applicable to CREE, the tax basis will be the same as the income tax base.

i.      As set-forth by Article 25 of Law 1607 of December 2012, as of July 1, 2013, salary tax contributions made in favor of SENA and ICBF by income tax payers related with employees that individually receive up to ten (10) minimum monthly salaries, will be exempt of this contribution. This exoneration will not be applicable to the taxpayers not subject to the CREE tax.

The Company's income tax returns for taxable years 2011 and 2010 are subject to review and acceptance by tax authorities. The Company's management and its tax advisors believe that the amounts recorded as tax liabilities are enough to cover any liability that may be established regarding those years.

Tax on equity

Law 1370 of 2009 established tax on equity for taxable year 2011, pursuant to which taxpayers which equity exceeds COP$ 5,000 million should pay a 4.8% tax rate, while for equities between COP$ 3,000 million and COP$ 5,000 million are subject to a 2.4% rate.

Moreover, Emergency Decree No. 4825 of December 2010 included a new range of taxpayers that will contribute to this tax, at a 1% rate, for equities between COP$ 1,000 million (aprox. US$ 514,748) and COP$ 2,000 million (aprox. US$ 1,029,495), and at a 1.4% rate for equities between COP$ 2,000 million (aprox. US$ 1,029,495) and COP$ 3,000 million (aprox. US$ 1,544,243). Additionally, 25% surtax is levied on this tax, which is applicable only for taxpayers for the tax on equity under Law 1370 of 2009. At December 2011, the Company recognized for this concept in Other operating net expenses at the Consolidated Income Statement US$ 668,098.

Note 17  Deferred income tax liabilities

The gross movement on the deferred income tax account is as follows:

Amounts in US$ '000	2011
Deferred tax liability at January 1, 2011		(2,049	)
Income statement charge		1,868
Deferred tax liability at December 31, 2011		(181	)

The breakdown and movement of deferred tax position as of December 31, 2011 is as follows:

Amounts in US$ '000	At the beginning			Charged to net loss			At end of year
Deferred tax position
Net deferred tax generated for assets and liabilities in joint agreements		(3,214	)		1,880			(1,334	)
Other		1,165			(12	)		1,153
Total		(2,049	)		1,868			(181	)

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Note 18  Properties, plant and equipment

Amounts in US$ '000	Oil & gas properties			Furniture, equipment and vehicles			Production facilities and machinery			Construction in progress			Exploration and evaluation assets			Total
Cost at December 31, 2010		25,018			502			6,692			2,085			8,078			42,375
Additions		111			123			504			4,526			5,986			11,250
Write-off		—			—			—			—			(7,563	)		(7,563	)
Transfers		5,421			—			—			(5,421	)		—			—
Cost at December 31, 2011		30,550			625			7,196			1,190			6,501			46,062
Depreciation and write down at December 31, 2010		(12,421	)		(186	)		(3,053	)		—			—			(15,660	)
Depreciation		(4,502	)		(111	)		(231	)		—			—			(4,844	)
Depreciation and write-down at December 31, 2011		(16,923	)		(297	)		(3,284	)		—			—			(20,504	)
Carrying amount at December 31, 2011		13,627			328			3,912			1,190			6,501			25,558

Note 19  Branch undertakings

Details of the Branches and jointly controlled assets of the Company are set out below:

	Name and registered office	Ownership interest
Branches	Sucursal Winchester Oil and Gas S. A. (Colombia)	100%
Jointly controlled assets	Yamu Block (Colombia)	43.83%/75%
	Llanos 34 Block (Colombia)	45%

Note 20  Inventories

Amounts in US$ '000	2011
Crude oil		963
Materials		1,104
		2,067

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Note 21  Trade receivables and prepayments and other receivables

Amounts in US$ '000	2011
Trade receivables		4,434
Prepaid taxes		475
Prepayments and other receivables		1,449
Total		6,358
Classified as follows:
Current		6,358
Total		6,358

Trade receivables that are aged by less than three months are not considered impaired. As of December 31, 2011, there are no balances aged by more than 3 months or due between 31 days and 90 days as of December 31, 2011.

The credit period for trade receivables is 30 days. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Company does not hold any collateral as security.

The carrying value of trade receivables is considered to represent a reasonable approximation of its fair value due to their short term nature.

Note 22  Financial instruments

Amounts in US$ '000	Loans and receivables 2011
Assets as per statement of financial position
Trade receivables		4,434
Other financial assets		1,100
Cash and cash equivalents		5,568
		11,102

Amounts in US$ '000	Other financial liabilities / Amortized Cost 2011
Liabilities as per statement of financial position
Trade payables and other payable		12,709
Borrowings		1,201
		13,910

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Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Amounts in US$ '000	2011
Trade receivables
Counterparties with an external credit rating (Moody?s)
Baa2		4,434
Total trade receivables		4,434

All trade receivables are denominated in US Dollars.

Cash and cash equivalents	2011
Counterparties with an external credit rating		5,568
Total		5,568

Financial liabilities—contractual undiscounted cash flows

The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Amounts in US$ '000	Less than 1 year		Between 1 and 2 years
At December 31, 2011
Borrowings		1,201		—
Trade and other payables		12,535		174
		13,736		174

Note 23  Share capital

Shares

The share capital of the company corresponds to 10,000 common shares for an equivalent amount of US$ 7,000.

Note 24  Borrowings

Amounts in US$ '000	2011
Outstanding amounts as of December 31
Banco BBVA(a)		1,201
Classified as follows:
Current		1,201

(a)    Corresponds to a loan obtained in December 2010, according to the following conditions: annual interest rate 6.9% and duration of 18 months.

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Note 25  Provisions and other long-term liabilities

Amounts in US$ '000	Assets retirement obligation		Other		Total
At January 1, 2011		1,675		457		2,132
Unwinding of long-term liabilities		90		—		90
At December 31, 2011		1,765		457		2,222

The provision for decommissioning relates to the estimation of future disbursements related to the abandonment and decommissioning of oil and gas wells. This provision will be utilised when the related wells are fully depleted.

Note 26  Trade and other payable

Amounts in US$ '000	2011
Trade payables		5,305
Other debt(1)		7,404
		12,709
Classified as follows:
Current		12,535
Non-current		174
Total		12,709

The fair value of these short term financial instruments are not individually determined as the carrying amount is a reasonable approximation of fair value.

(1) Other debt

Amounts in US$ '000	2011
Join operation interest		3,353
VAT		875
Equity Tax		495
Royalties		267
Other		2,414
Total		7,404

Note 27  Interests in joint operations

The Company has interests in four joint operations, which are involved in the exploration of hydrocarbons in Colombia.

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The following amounts represent the Company's share in the assets, liabilities and results of the joint operations which have been consolidated line by line in the consolidated statement of financial position and statement of income:

Joint operation	Abanico/Cerrito Block		Yamu/Carupana Block		Llanos 34 Block		Arrendajo
Interest		10%		75% / 43.83%		45%		10%
ASSETS
PP&E / E&E		5,493		13,506		4,815		1,411
Inventories		—		220		—		—
Total Assets		5,493		13,726		4,815		1,411
NET ASSETS / (LIABILITIES)		5,493		13,726		4,815		1,411
Sales		2,988		22,420		—		—
Net profit / (loss)		1,918		12,444		—		—

Capital commitments related to the Llanos 34, Abanico, Arrendajo and Yamu Blocks are disclosed in Note 28 (b).

Note 28  Commitments

(a) Royalty commitments

In Colombia, royalties on production are payable to the Colombian Government and are determined at a rate of 8%. Additionally, under the terms of the Winchester Stock Purchase Agreement, we are obligated to make certain payments to the previous owners of Winchester based on the production and sale of hydrocarbons discovered by exploration wells drilled after October 25, 2011. These payments involve both an earnings based measure and an overriding royalty equal to an estimated 4% carried interest on the part of the vendor. As at the balance sheet date and based on preliminary internal estimates of additions of 2P reserves since acquisition, the Company's best estimate of the total commitment over the remaining life of the concession is a range of US$ 35 million—US$ 42 million (assuming a discount rate of 9.7% and oil price of US$ 94 per barrel).

(b) Capital commitments

The Yamu Block Consortium has committed to drill one exploratory well during 2012/2013.

The Llanos 34 Block Consortium has committed to drill one exploratory well between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 3,555,000 at GeoPark's working interest (45%). The Arrendajo Block (10% working interest) Consortium has committed to drill one exploratory well during 2013.

(c) Operating lease commitments—Group Company as lessee

As of December 31, 2011, the Company has no significant future commitments under non-cancellable operating lease agreements.

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Note 29  Related parties

Balances outstanding with related parties

Related Party and account	Relationship	Related Party	2011 Current
Co-venturers—Prepayments and other receivables	Joint operations	Joint Operations		116
Related Parties—Prepayments and other receivables	Participations agreements	Luna Oil Co		26
Co-venturers—Trade payables and other	Joint operations	Joint Operations		3,339
Related Parties—Trade payables and other	Participations agreements	Luna Oil Co		1,777

Note 30  Subsequent events

In February 2012 the Company was acquired by Geopark Colombia S.A.S., a company dedicated to the exploration and exploitation of hydrocarbons based in Colombia. Geopark Colombia S.A.S. is an indirect subsidiary of Geopark Holdings Limited, a Bermuda oil and gas company. As a result of this transaction, Geopark Holdings Limited obtained the control over the Company as of the acquisition date.

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La Luna Oil Co. L.T.D.

Consolidated financial statement

For one-month period ended January 31, 2012

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La Luna Oil Co. L.T.D.
January 31, 2012

Contents

	Page
Independent auditor's report		F-135
Consolidated statement of income and consolidated statement of comprehensive income		F-136
Consolidated statement of financial position		F-137
Consolidated statement of changes in equity		F-138
Consolidated statement of cash flow		F-139
Notes to the consolidated statement		F-140

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Report of independent auditors

To the Board of Directors and Shareholders of
La Luna Oil Co. L.T.D.:

We have audited the accompanying consolidated statement of financial position of La Luna Oil Co. L.T.D. and its subsidiary as of January 31, 2012, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the period of one month then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2.1, the accompanying consolidated financial statements do not include comparative figures for the prior period as required by IAS 1, 'Presentation of financial statements'. In our opinion, inclusion of comparative figures is necessary to obtain a proper understanding of the current period's financial statements.

In our opinion, except for the exclusion of comparative information as discussed in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of La Luna Oil Co. L.T.D. and its subsidiary at January 31, 2012, and the results of its operations and its cash flows for the period of one month then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ PricewaterhouseCoopers Ltda.

PricewaterhouseCoopers Ltda.
Bogotá, Colombia
July 18, 2013

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La Luna Oil Co. L.T.D.
January 31, 2012
Consolidated statement of income

Amounts in US$ '000	Note	One-month period ended January 31, 2012
NET REVENUE	6		360
Production costs	7		(124	)
GROSS PROFIT			236
Exploration costs	9		(337	)
Administrative costs	10		(24	)
Selling expenses	11		(51	)
Other operating income			14
OPERATING LOSS			(162	)
Financial income	12		444
Financial expenses	13		(10	)
PROFIT BEFORE TAX			272
Income tax	14		(89	)
PROFIT FOR THE PERIOD			183
Attributable to:
Owners of the parent			183

Consolidated statement of comprehensive income

Amounts in US$ '000	One-month period ended January 31, 2012
Profit for the period		183
Other comprehensive income		—
Total comprehensive Income for the period		183
Attributable to:
Owners of the parent		183

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
January 31, 2012
Consolidated statement of financial position

Amounts in US$ '000	Note	At January 31, 2012
ASSETS
NON CURRENT ASSETS
Property, plant and equipment	16		1,971
Deferred income tax asset	15		2,745
TOTAL NON CURRENT ASSETS			4,716
CURRENT ASSETS
Inventories	18		59
Prepayments and other receivables	19		2,162
Prepaid taxes			61
Cash and cash equivalents			28
TOTAL CURRENT ASSETS			2,310
TOTAL ASSETS			7,026
EQUITY
Equity attributable to owners of the Company
Share capital	21		31
Retained earnings			6,374
TOTAL EQUITY			6,405
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	22		621
TOTAL CURRENT LIABILITIES			621
TOTAL LIABILITIES			621
TOTAL EQUITY AND LIABILITIES			7,026

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
January 31, 2012
Consolidated statement of changes in equity

	Attributable to owners of the Company
Amount in US$ '000	Share capital		Retained earnings		Total
Equity at January 1, 2012		31		6,191		6,222
Profit for the period		—		183		183
Total comprehensive income for the period ended January 31, 2012		—		183		183
Balances at January 31, 2012		31		6,374		6,405

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
January 31, 2012
Consolidated statement of cash flow

Amounts in US$ '000	One-month period ended January 31, 2012
Cash flows from operating activities
Profit for the period		183
Adjustments for:
Income tax for the period		89
Depreciation of the period		29
Write-off of unsuccessful efforts		337
Changes in working capital		(596	)
Cash flows from operating activities—net		42
Cash flows from investing activities
Purchase of property, plant and equipment		(18	)
Cash flows used in investing activities—net		(18	)
Net increase in cash and cash equivalents		24
Cash and cash equivalents at January 1		4
Cash and cash equivalents at the end of the period		28
Ending Cash and cash equivalents are specified as follows:
Cash in banks		28
Cash and cash equivalents		28

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
January 31, 2012
Notes to the consolidated financial statements
Amounts expressed in US Dollars

Note 1  General information

La Luna Oil Co. L.T.D. is a corporation incorporated under the laws of the Republic of Panama, registered to the Listing Document 539272 and 1015472 and domiciled in the City of Panama, Republic of Panama.

The Company established a branch in Colombia called La Luna Oil Co. L.T.D. through public deed No. 4131 of Notary 45 of Bogotá from December 10, 1998, registered at the Chamber of Commerce of Bogotá on December 16, 1998 under number 00085878, Book VI.

The principal activities of the Company are the conduct and further development of an oil and gas business in Colombia, directly or through its branch.

These consolidated financial statements were authorised for issuance by the Board of Directors on July 18, 2013.

Note 2  Summary of significant accounting policies

2.1 Basis of preparation

These consolidated financial statements of the Company for the one-month period ended January 31, 2012 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), except that the consolidated financial information do not include comparative figures for the prior period as required by IAS 1 "Presentation of Financial Statements". The purpose of these financial statements is to meet the reporting requirements of Rule 3-05 of Regulation S-X of Securities and Exchange Commission (SEC) according to the Company's ultimate parent requirements, in connection with an initial public offering process. The consolidated financial statements are presented in United States Dollars and all values are rounded to the nearest thousand (US$'000), except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis.

The Company's transition date for IFRS purposes was January 1, 2011 as the Company did not present financial statements for previous periods. These consolidated financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective as at the time of preparing these statements.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in this note under the title "Accounting estimates and assumptions".

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2.1.1 Changes in accounting policy and disclosure

New and amended standards adopted by the Company:

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after January 1, 2012 that would be expected to have a material impact on the Company.

New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2012 and not early adopted:

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. IFRS 9 is applicable for annual periods beginning on or after January 1, 2015 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 10, 'Consolidated financial statements builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of control where this is difficult to assess. IFRS 10 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 11, 'Joint arrangements', establishes principles for financial reporting by entities that have an interest in arrangements that are controlled jointly. IFRS 11 defines joint control and requires an entity that is a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and to account for those rights and obligations in accordance with that type of joint arrangement. IFRS 11 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 12, 'Disclosures of interests in other entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. IFRS 12 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. IFRS 13 is applicable for annual periods beginning on or after January 1, 2013.

F-141

IFRS 13 is not expected to have a significant impact on the balances recorded in the financial statements as at January 31, 2012 but would require the company to apply different valuation techniques to certain items (e.g. debt acquired as part of a business combination) recognised at fair value as and when they arise in the future.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Management assessed the relevance of other new standards, amendments or interpretations not yet effective and concluded that they are not relevant to Company.

2.2 Going concern

The Directors regularly monitor the Company's cash position and liquidity risks throughout the year to ensure that it has sufficient funds to meet forecast operational and investment funding requirements. Sensitivities are run to reflect latest expectations of expenditures, oil and gas prices and other factors to enable the Company to manage the risk of any funding short falls and/or potential loan covenant breaches.

Considering macroeconomic environment conditions, the performance of the operations and Company's cash position, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue with its investment program in order to increase oil and gas reserves, production and revenues and meeting all its obligations for the foreseeable future. For this reason, the Directors have continued to adopt the going concern basis in preparing the consolidated financial statements.

2.3 Consolidation

The consolidated financial statements include those of the Company and all of its branch undertakings drawn up to the Balance Sheet date.

Intercompany transactions, balances and unrealised gains on transactions between the Company and its branches are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of branches have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company.

2.4 Foreign currency translation

a) Functional and presentation currency

The consolidated financial statements are presented in US Dollars, which is the Company's presentation currency.

Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its branch is the US Dollar.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement

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of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Income.

2.5 Joint Operations

The Company's accounting for its investments in oil and gas related joint operations and other agreements involved in oil and gas exploration and production, have been recognized according to its share of the jointly controlled assets, liabilities, income and expenses.

2.6 Revenue recognition

Revenue from the sale of crude oil is recognised in the Consolidated Statement of Income when risk transferred to the purchaser, and if the revenue can be measured reliably and is expected to be received. Revenue is shown net of VAT.

2.7 Production costs

Production costs from joint operating agreements are recognized on an accruals basis in accordance with liquidations from the operators of each field. Property, plant and equipment depreciation are also included in this account.

2.8 Financial costs

Financial costs principally include realised and unrealised gains and losses arising from transactions in foreign currencies and the amortisation of financial assets and liabilities.

2.9 Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation, and impairment if applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items; including provisions for asset retirement obligation.

Oil and gas exploration and production activities are accounted for in a manner similar to the successful efforts method on a field by field basis. The Company accounts for exploration and evaluation activities in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, capitalising exploration and evaluation costs until such time as the economic viability of producing the underlying resources is determined. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Exploration and evaluation costs may include: license acquisition, geological and geophysical studies (i.e.: seismic), direct labour costs and drilling costs of exploratory wells. No depreciation and/or amortisation is charged during the exploration and evaluation phase. Upon completion of the evaluation phase, the prospects are either transferred to oil and gas properties or charged to expense (exploration costs) in the period in which the determination is made depending whether they have found reserves or not. If not developed, Exploration and evaluation assets are written-off after three years unless, it can be clearly demonstrated that the carrying value of the investment is recoverable.

A charge of US$ 337,000 has been recognised in the Consolidated Statement of Income within Exploration costs for write-offs (see Note 9).

F-143

All field development costs are capitalised within oil and gas properties, and subject to depreciation. Such costs may include the acquisition and installation of production facilities, development drilling costs (including dry holes, service wells and seismic surveys for development purposes), project-related engineering and the acquisition costs of rights and concessions related to proved properties.

Workovers of wells made to develop reserves and/or increase production are capitalised as development costs. Maintenance costs are charged to income when incurred.

Capitalised costs of proved oil and gas properties are depreciated on a licensed area by the licensed area basis, using the unit of production method, based on commercial proved and probable reserves. The calculation of the "unit of production" depreciation takes into account estimated future finding and development costs and is based on current year end unescalated price levels. Changes in reserves and cost estimates are recognised prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Commercial reserves are proved oil and gas reserves.

Depreciation of the remaining property and equipment assets (i.e.: furniture and vehicles) not directly associated with oil and gas activities has been calculated by means of the straight line method by applying such annual rates as required to write-off their value at the end of their estimated useful lives. The useful lives range between 3 years and 10 years.

Depreciation is allocated in the Consolidated Statement of Income as production or administrative costs, based on the nature of the associated asset.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

2.10 Impairment of non-financial assets

Assets that are not subject to depreciation and/or amortization (i.e. exploration and evaluation assets) are tested annually for impairment. Assets that are subject to depreciation and/or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are tested at the lowest levels for which there are separately identifiable cash flows (cash-generating units), generally a licensed area. Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

No asset is kept as an exploration and evaluation asset for a period of more than three years, except if it can be clearly demonstrated that the carrying value of the investment will be recoverable.

No impairment loss has been recognised during 2011; only write-offs (see Note 9).

2.11 Inventories

Inventories comprise crude oil. Crude oil is measured at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method.

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2.12 Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Income.

Luna Oil Co. is a LLC company based in Panamá and is not subject to income taxes. Consequently, income taxes have been provided based on the tax laws and rates in effect in the countries in which the Company's operations are conducted and income is earned.

The Branch records a provision for income taxes using the "liability" method. The provision for the Branch income tax is calculated at the official rate of 33%, by the liability method, on the higher of presumptive income, alternative minimum taxable basis, or taxable income.

Advance tax payments and recoverable withholding taxes are offset against the estimated income tax liability.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised only to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.

2.13 Financial assets

Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through profit or loss; available-for-sale financial assets; and held-to-maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

All financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at each balance sheet date.

Interest and other cash flows resulting from holding financial assets are recognised in the Consolidated Income Statement when receivable, regardless of how the related carrying amount of financial assets is measured.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise trade receivables, prepayments and other receivables and cash and cash equivalents in the balance sheet. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivables.

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2.14 Impairment of financial assets

Provision against trade receivables is made when objective evidence is received that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

2.15 Cash and cash equivalents

Cash and cash equivalent include cash in hand, deposits held at call with banks.

2.16 Trade and other payable

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.17 Share capital

Equity comprises the following:

•

"Share capital" representing the proceeds from capital contributions received; currently the formalization of shares issuance is in process.

•

"Retained Earnings" representing retained profits and losses.

Note 3  Financial Instruments-risk management

The Company is exposed through its operations to the following financial risks:

•

Currency risk

•

Price risk

•

Credit risk—concentration

•

Funding and liquidity risk

The policy for managing these risks is set by the Board. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the corporate office. The policy for each of the above risks is described in more detail below.

Currency risk

The functional currency of the Company is the US Dollar. The fluctuation of the Colombian Peso does not impact the loans, costs and revenues held in US Dollars; but it does impact in some balances denominated in local currency, such as prepaid taxes and certain costs. As currency rate changes between the US Dollar and the Colombian Peso, the Company recognizes gains and losses in the Consolidated Statement of Income.

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The Company minimises the local currency positions by seeking to equilibrate local and foreign currency assets and liabilities. However, tax balances are very difficult to match with local currency assets. Therefore, the Company maintains a net exposure to changes in currency exchange rates.

Most of the Company's assets are associated with oil and gas productive assets. Such assets in the oil and gas industry, including in the local markets are usually settled in US Dollar equivalents.

During the first month of 2012, the Colombian Peso strengthened by 6,6%. If the Colombian Peso had strengthened by an additional 5% against the US Dollar, with all other variables held constant, post-tax profit for the period would have been lower by US$ 305,000.

Price risk

In the first month of 2012 net revenue comes from Carupana field (participation agreement) which is operated by Winchester Oil & Gas S.A. The operator is responsible for selling the oil produced and then distribute to each partner's the net income generated by the field.

As mentioned above, the price risk is related to sales made by Winchester Oil & Gas S.A. In the first month of 2012 the prise realised for the oil produce by Winchester Oil and Gas is linked to Brent adjusted by the Vasconia differential (Colombian market indicator) which is settled in the international markets in US Dollars. The market price of these commodities is subject to significant fluctuation but the Board did not consider appropriate to manage the Company's risk to such fluctuation through futures contracts or similar because to do so would not have been economic at the achieved production levels.

If the market prices of Brent adjusted by the Vasconia differential had fallen by 10% compared to actual prices during the period, with all other variables held constant, post-tax profit for the period would have been lower by US$ 22,190.

The Board will consider adopting a hedging policy when it deems it appropriate according to the size of the business and market implied volatility.

Credit risk—concentration

The Company's credit risk relates mainly to accounts receivable where the credit risks correspond to the recognised values. There is not considered to be any significant risk.

Funding and liquidity risk

Liquidity risk represents the Company's inability to meet its short and long-term financial commitments. Cash flow forecasting is performed in the operating activities including those activities through joint agreements with partners. The Company finance monitors rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom to fund the committed work programs of the Blocks. Producing Blocks combined low operating costs and the flexibility of a discretionary investment program that can be maintained, reduced or increased in the short term depending on the environment economic conditions.

Note 4  Accounting estimates and assumptions

Estimates and assumptions are used in preparing the consolidated financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may

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differ. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and assumptions used in these consolidated financial statements are noted below:

•

The Company adopts an approach similar to the successful efforts method of accounting. Management makes assessments and estimates regarding whether an exploration property should continue to be carried forward as an exploration and evaluation asset not yet determined or when insufficient information exists for this type of cost to remain as an asset. In making this assessment the Management takes professional advice from qualified independent experts, such as petroleum reserve engineers.

•

Cash flow estimates for impairment assessments require assumptions about two primary elements—future prices and oil and gas reserves. Estimates of future prices require significant judgments about highly uncertain future events. Historically, oil and gas prices have exhibited significant volatility. Our forecasts for oil and gas revenues are based on prices derived from future price forecasts amongst industry analysts and our own assessments. Our estimates of future cash flows are generally based on our assumptions of long-term prices and operating and development costs. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of impairment to be a critical accounting estimate.

The process of estimating reserves is complex. It requires significant judgements and decisions based on available geological, geophysical, engineering and economic data. The estimation of economically recoverable oil and natural gas reserves and related future net cash flows was performed based on internal estimates performed by the Company's technical team as of December 31, 2011, which incorporates many factors and assumptions including:

•

expected reservoir characteristics based on geological, geophysical and engineering assessments;

•

future production rates based on historical performance and expected future operating and investment activities;

•

future oil and gas prices and quality differentials;

•

assumed effects of regulation by governmental agencies; and

•

future development and operating costs.

Management believes these factors and assumptions are reasonable based on the information available to us at the time we prepare our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.

•

Oil and gas assets held in property and equipment are mainly depreciated on a unit of production basis at a rate calculated by reference to proven reserves.

Note 5  Consolidated statement of cash flow

The Consolidated Statement of Cash Flow shows the Company's cash flows for the period for operating, investing and financing activities and the change in cash and cash equivalents during the period.

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Cash flows from operating activities are computed from the results for the period adjusted for non-cash operating items, changes in net working capital, and corporation tax. Tax paid is presented as a separate item under operating activities.

During the first month of 2012, there were not any material non-cash transactions.

Cash and cash equivalents include liquid funds with a term of less than three months.

Note 6  Net revenue

Amounts in US$ '000	One-month period ended January 31, 2012
Sale of crude oil		360
TOTAL		360

Note 7  Production costs

Amounts in US$ '000	One-month period ended January 31, 2012
Depreciation		29
Royalties		21
Other costs		74
		124

Note 8  Depreciation

Amounts in US$ '000	One-month period ended January 31, 2012
Oil and gas properties		18
Production facilities and machinery		11
Depreciation of property, plant and equipment		29

Note 9  Exploration costs

Amounts in US$ '000	One-month period ended January 31, 2012
Write-off of unsuccessful efforts(a)		337
		337

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(a)    The charge corresponds to the write-off of exploration and evaluation assets related to the cost of seismic in Llanos 17 Block incurred during the period.

Note 10  Administrative costs

Amounts in US$ '000	One-month period ended January 31, 2012
Consultant fees		5
Other administrative costs		19
		24

Note 11  Selling expenses

Amounts in US$ '000	One-month period ended January 31, 2012
Transportation		51
		51

Note 12  Financial income

Amounts in US$ '000	One-month period ended January 31, 2012
Exchange difference		444
		444

Note 13  Financial expenses

Amounts in US$ '000	One-month period ended January 31, 2012
Bank charges and other financial costs		10
		10

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Note 14  Income tax

Amounts in US$ '000	One-month period ended January 31, 2012
Current tax		(89	)
Deferred income tax		—
		(89	)

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

Amounts in US$ '000	One-month period ended January 31, 2012
Profit before income tax		272
Income tax calculated at statutory tax rate		(89	)
Income tax		(89	)

Income tax rate in Colombia is 33%.

Note 15  Deferred income tax asset

The gross movement on the deferred income tax asset account is as follows:

Amounts in US$ '000	At January 31, 2012
Deferred tax asset at January 1, 2012		2,745
Income statement charge		—
Deferred tax asset at January 31, 2012		2,745

The breakdown and movement of deferred tax balances as of January 31, 2012 is as follows:

Amounts in US$ '000	At the beginning		Charged to net profit		At end of period
Deferred tax balances
Participation agreement		1,283		—		1,283
Property, plant and equipment		1,417		—		1,417
Other		45		—		45
		2,745		—		2,745

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Note 16  Property, plant and equipment

Amounts in US$ '000	Oil & gas properties			Furniture, equipment and vehicles			Production facilities and machinery			Construction in progress		Exploration and evaluation assets			Total
Cost at January 1, 2012		2,212			15			608			98		1,207			4,140
Additions		—			—			—			—		18			18
Write-off(1)		—			—			—			—		(337	)		(337	)
Cost at January 31, 2012		2,212			15			608			98		888			3,821
Depreciation and write-down at January 1, 2012		(1,583	)		(14	)		(224	)		—		—			(1,821	)
Depreciation		(18	)		—			(11	)		—		—			(29	)
Depreciation and write-down at January 31, 2012		(1,601	)		(14	)		(235	)		—		—			(1,850	)
Carrying amount at January 31, 2012		611			1			373			98		888			1,971

(1)    Corresponds to write-off of Exploration and evaluation assets in Llanos 17 Block.

Note 17  Branch and joint agreement undertakings

Details of the branch and participation in join agreements of the Company are set out below:

	Name and registered office	Ownership interest
Branch	Sucursal La Luna Oil Co. Ltd. (Colombia)	100%
Joint agreements	Llanos 17 (Colombia)	36,84%
	Llanos 32 (Colombia)	10.00%
	Carupana (Colombia)	10,67%

Note 18  Inventories

Amounts in US$ '000	At January 31, 2012
Crude oil		59
		59

Note 19  Prepayments and other receivables

Amounts in US$ '000	At January 31, 2012
Receivables from join agreement partners		2,162
		2,162
Classified as follows:
Current		2,162
		2,162

As of January 31, 2012, there are no balances aged by more than 3 months or due between 31 days and 90 days as of January 31, 2012.

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The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Company does not hold any collateral as security.

The carrying value of accounts receivables is considered to represent a reasonable approximation of its fair value due to their short term nature.

Note 20  Financial instruments by category

Amounts in US$ '000	Loans and receivables
Assets as per statement of financial position
Cash and cash equivalents		28
Prepayments and other receivables		2,162
		2,190

Amounts in US$ '000	Other financial liabilities / Amortized cost
Liabilities as per statement of financial position
Trade and other payables		621
		621

Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by              reference to external credit ratings (if available) or to historical information about counterparty default rates:

Cash at bank	At January 31, 2012
Counterparties with an external credit rating		28
		28

Financial liabilities—contractual undiscounted cash flows

The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Amounts in US$ '000	Less than 1 year
At January 31, 2012
Trade and other payables		621
		621

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Note 21  Share capital

Shares

The share capital of the company corresponds to 50,000 common shares for an equivalent amount of US$ 31,000.

Note 22  Trade and other payables

The outstanding amounts are as follows:

Amounts in US$ '000	At January 31, 2012
Trade payables		3
Tax on equity and other debts to be paid		577
Payables to joint agreement partners		14
Related parties—Winchester Oil & Gas		27
		621

Note 23  Commitments

(a) Capital commitments

The Llanos 32 Block Consortium has committed to drill two exploratory wells in 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 2,450,000 at GeoPark's working interest (36.84%).

The Llanos 17 Block Consortium has committed to drill two exploratory wells in 2012 and perform 3D seismic between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 2,450,000 at GeoPark's working interest (36.84%).

Note 24  Related parties

Balances outstanding with related parties

	At January 31, 2011
Related Party and account	Relationship	Related Party	Current
Co-venturers—Prepayments and other receivables	Joint operations	Joint operations		2,162
Co-venturers—Trade payables and other	Joint operations	Joint operations		14
Related Parties—Trade payables and other	Participations agreements	Winchester Oil & Gas		27

Note 25  Subsequent events

In February 2012, the Company was acquired by Geopark Luna S.A.S., a company dedicated to the exploration and exploitation of hydrocarbons based in Colombia. Geopark Luna S.A.S. is an indirect subsidiary of Geopark Holdings Limited, a Bermuda oil and gas company. As a result of this transaction, Geopark Holdings Limited obtained the control over the Company as of the acquisition date.

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La Luna Oil Co. L.T.D.

Consolidated financial statements

As of and for the year ended December 31, 2011

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La Luna Oil Co. L.T.D.
December 31, 2011

Contents

Independent auditor's report	F-157
Consolidated statement of income	F-158
Consolidated statement of comprehensive income	F-158
Consolidated statement of financial position	F-159
Consolidated statement of changes in equity	F-160
Consolidated statement of cash flow	F-161
Notes to the consolidated financial statements	F-162

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Report of independent auditors

To the Board of Directors and Shareholders of
La Luna Oil Co. L.T.D.:

We have audited the accompanying consolidated statement of financial position of La Luna Oil Co. L.T.D. and its subsidiary as of December 31, 2011, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2.1, the accompanying consolidated financial statements do not include comparative figures for the prior year as required by IAS 1, 'Presentation of financial statements'. In our opinion, inclusion of comparative figures is necessary to obtain a proper understanding of the current period's financial statements.

In our opinion, except for the exclusion of comparative information as discussed in the preceding paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of La Luna Oil Co. L.T.D. and its subsidiary at December 31, 2011, and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ PricewaterhouseCoopers Ltda.

PricewaterhouseCoopers Ltda.
Bogotá, Colombia
July 18, 2013

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La Luna Oil Co. L.T.D.
December 31, 2011
Consolidated statement of income

Amounts in US$ '000	Note		2011
NET REVENUE		6		4,560
Production costs		7		(1,487	)
GROSS PROFIT				3,073
Exploration costs		9		(1,469	)
Administrative costs		10		(79	)
Selling expenses		11		(422	)
Tax on equity and other operating expenses		13		(671	)
OPERATING PROFIT				432
Financial expenses		12		(40	)
PROFIT BEFORE INCOME TAX				392
Income tax		13		(387	)
PROFIT FOR THE YEAR				5
Attributable to:
Owners of the Company				5

Consolidated statement of comprehensive income

Amounts in US$ '000	2011
Income for the year		5
Total comprehensive income for year		5
Attributable to:
Owners of the Company		5

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
December 31, 2011
Consolidated statement of financial position

Amounts in US$ '000	Note		2011
ASSETS
NON CURRENT ASSETS
Properties, plant and equipment		15		2,319
Deferred income tax asset		14		2,745
TOTAL NON CURRENT ASSETS				5,064
CURRENT ASSETS
Inventories		17		137
Prepayments and other receivables		18		1,957
Cash and cash equivalents		19		4
TOTAL CURRENT ASSETS				2,098
TOTAL ASSETS				7,162
TOTAL EQUITY
Equity attributable to owners of the Company
Share capital		20		31
Retained earnings				6,191
TOTAL EQUITY				6,222
LIABILITIES
CURRENT LIABILITIES
Income tax liability				47
Trade and other payables		21		893
TOTAL CURRENT LIABILITIES				940
TOTAL LIABILITIES				940
TOTAL EQUITY AND LIABILITIES				7,162

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
December 31, 2011
Consolidated statement of changes in equity

	Share capital		Retained Earnings		Total
Balances at December 31, 2010		31		6,186		6,217
Comprehensive income:
Profit for the year 2011		—		5		5
Total Comprehensive Income for the Year 2011		—		5		5
Balances at December 31, 2011		31		6,191		6,222

The notes 1 to 25 are an integral part of these consolidated financial statements.

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La Luna Oil Co. L.T.D.
December 31, 2011
Consolidated statement of cash flow

Amounts in US$ '000	Note		2011
Cash flows from operating activities
Profit for the year				5
Adjustments for:
Income tax for the year		13		387
Depreciation of the year		8		377
Write-off of unsuccessful efforts		9		1,469
Changes in working capital				78
Cash flows from operating activities—net				2,316
Cash flows from investing activities
Additions of property, plant and equipment		15		(2,340	)
Cash flows used in investing activities—net				(2,340	)
Net decrease in cash and cash equivalents				(24	)
Cash and cash equivalents at January 1, 2011				28
Cash and cash equivalents at the end of the year				4
Ending Cash and cash equivalents are specified as follows:
Cash and cash equivalents				4
Cash and cash equivalents				4

The notes 1 to 25 are an integral part of these consolidated financial statements.

F-161

La Luna Oil Co. L.T.D.
December 31, 2011
Notes to the consolidated financial statements
Amounts expressed in US Dollars

Note 1  General information

La Luna Oil Co. L.T.D. ("The Company") is a corporation incorporated under the laws of the Republic of Panama, registered to the Listing Document 539272 and 1015472 and domiciled in the City of Panama, Republic of Panama.

The Company established a branch in Colombia called La Luna Oil Co. L.T.D. through public deed No. 4131 of Notary 45 of Bogotá from December 10, 1998, registered at the Chamber of Commerce of Bogotá on December 16, 1998 under number 00085878, Book VI.

The principal activities of the Company are the conduct and further development of an oil and gas business in Colombia, directly or through its branch.

These consolidated financial statements were authorised for issuance by the Board of Directors on July 18, 2013.

Note 2  Summary of significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of La Luna Oil Co. L.T.D. as of and for the year ended December 31, 2011 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) except that the consolidated financial information do not include comparative figures for the prior period as required by IAS 1 "Presentation of Financial Statements". The purpose of these financial statements is to meet the reporting requirements of Rule 3-05 of Regulation S-X of Securities and Exchange Commission (SEC) according to the Company's ultimate parent requirements, in connection with an initial public offering process. The consolidated financial statements are presented in United States Dollars and all values are rounded to the nearest thousand (US$'000), except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis.

The Company's transition date for IFRS purposes was January 1, 2011 as the Company did not present financial statements for previous periods. These consolidated financial statements have been prepared in accordance with those IFRS standards and IFRIC interpretations issued and effective as at the time of preparing these statements.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in this note under the title "Accounting estimates and assumptions".

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First-time application of IFRS

For purpose of preparing its first financial statements, the Company did not make use of any of the financial exemptions set by IFRS 1 "First Time Adoption of IFRS" for its operations and those of its subsidiaries. The mandatory exceptions in IFRS 1 did not have any significant impact for the Company. As the Company did not present financial statement for previous periods, no reconciliation from previous GAAP to IFRS is included in these financial statements.

2.1.1 Changes in accounting policy and disclosure

New and amended standards adopted by the Company:

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after January 1, 2011 that would be expected to have a material impact on the Company.

New standards, amendments and interpretations issued but not effective for the financial year beginning January 1, 2011 and not early adopted:

IFRS 9, 'Financial instruments', addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 re-quires financial assets to be classified into two measurement categories: those measured as at fair value and those measured at amortised cost. The determination is made at initial recognition. The classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. IFRS 9 is applicable for annual periods beginning on or after January 1, 2015 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 10, 'Consolidated financial statements builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the de-termination of control where this is difficult to assess. IFRS 10 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 11, 'Joint arrangements', establishes principles for financial reporting by entities that have an interest in arrangements that are controlled jointly. IFRS 11 defines joint control and requires an entity that is a party to a joint arrangement to determine the type of joint arrangement in which it is involved by assessing its rights and obligations and to account for those rights and obligations in accordance with that type of joint arrangement. IFRS 11 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

IFRS 12, 'Disclosures of interests in other entities' includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. IFRS 12 is applicable for annual periods beginning on or after January 1, 2013 and it is not expected to have a materially impact on the Company's financial condition or results of the operations.

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IFRS 13, 'Fair value measurement', aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. IFRS 13 is applicable for annual periods beginning on or after January 1, 2013.

IFRS 13 is not expected to have a significant impact on the balances recorded in the financial statements as at December 31, 2011 but would require the company to apply different valuation techniques to certain items (e.g. debt acquired as part of a business combination) recognised at fair value as and when they arise in the future.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Management assessed the relevance of other new standards, amendments or interpretations not yet effective and concluded that they are not relevant to Company.

2.2 Going concern

The Directors regularly monitor the Company's cash position and liquidity risks throughout the year to ensure that it has sufficient funds to meet forecast operational and investment funding requirements. Sensitivities are run to reflect latest expectations of expenditures, oil and gas prices and other factors to enable the Company to manage the risk of any funding short falls and/or potential loan covenant breaches.

Considering macroeconomic environment conditions, the performance of the operations and Company's cash position, the Directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation that the Company has adequate resources to continue with its investment program in order to increase oil and gas reserves, production and revenues and meeting all its obligations for the foreseeable future. For this reason, the Directors have continued to adopt the going concern basis in preparing the consolidated financial statements.

2.3 Consolidation

The consolidated financial statements include those of the Company and all of its branch undertakings drawn up to the Balance Sheet date.

Intercompany transactions, balances and unrealised gains on transactions between the Company and its branches are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of branches have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company.

2.4 Foreign currency translation

a) Functional and presentation currency

The consolidated financial statements are presented in US Dollars, which is the Company's presentation currency.

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Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its branch is the US Dollar.

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated Statement of Income.

2.5 Joint operations

The Company's accounting for its investments in oil and gas related joint operations and other agreements involved in oil and gas exploration and production, have been recognized according to its share of the jointly controlled assets, liabilities, income and expenses.

2.6 Revenue recognition

Revenue from the sale of crude oil is recognised in the Consolidated Statement of Income when risk transferred to the purchaser, and if the revenue can be measured reliably and is expected to be received. Revenue is shown net of VAT.

2.7 Production costs

Production costs from joint operating agreements are recognized on an accruals basis in accordance with liquidations from the operators of each field. Property, plant and equipment depreciation are also included in this account.

2.8 Financial costs

Financial costs principally include realised and unrealised gains and losses arising from transactions in foreign currencies and the amortisation of financial assets and liabilities.

2.9 Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation, and impairment if applicable. Historical cost includes expenditure that is directly attributable to the acquisition of the items; including provisions for asset retirement obligation.

Oil and gas exploration and production activities are accounted for in a manner similar to the successful efforts method on a field by field basis. The Company accounts for exploration and evaluation activities in accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, capitalising exploration and evaluation costs until such time as the economic viability of producing the underlying resources is determined. Costs incurred prior to obtaining legal rights to explore are expensed immediately to the income statement.

Exploration and evaluation costs may include: license acquisition, geological and geophysical studies (i.e.: seismic), direct labour costs and drilling costs of exploratory wells. No depreciation and/or amortisation is charged during the exploration and evaluation phase. Upon completion of the evaluation phase, the

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prospects are either transferred to oil and gas properties or charged to expense (exploration costs) in the period in which the determination is made depending whether they have found reserves or not. If not developed, Exploration and evaluation assets are written-off after three years unless, it can be clearly demonstrated that the carrying value of the investment is recoverable.

A charge of US$ 1,469,008 has been recognised in the Consolidated Statement of Income within Exploration costs for write-offs (see Note 9).

All field development costs are capitalised within oil and gas properties, and subject to depreciation. Such costs may include the acquisition and installation of production facilities, development drilling costs (including dry holes, service wells and seismic surveys for development purposes), project-related engineering and the acquisition costs of rights and concessions related to proved properties.

Workovers of wells made to develop reserves and/or increase production are capitalised as development costs. Maintenance costs are charged to income when incurred.

Capitalised costs of proved oil and gas properties are depreciated on a licensed area by the licensed area basis, using the unit of production method, based on commercial proved and probable reserves. The calculation of the "unit of production" depreciation takes into account estimated future finding and development costs and is based on current year end unescalated price levels. Changes in reserves and cost estimates are recognised prospectively. Reserves are converted to equivalent units on the basis of approximate relative energy content.

Commercial reserves are proved oil and gas reserves.

Depreciation of the remaining property, plant and equipment assets (i.e.: furniture and vehicles) not directly associated with oil and gas activities has been calculated by means of the straight line method by applying such annual rates as required to write-off their value at the end of their estimated useful lives. The useful lives range between 3 years and 10 years.

Depreciation is allocated in the Consolidated Statement of Income as production or administrative costs, based on the nature of the associated asset.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

2.10 Impairment of non-financial assets

Assets that are not subject to depreciation and/or amortization (i.e. exploration and evaluation assets) are tested annually for impairment. Assets that are subject to depreciation and/or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are tested at the lowest levels for which there are separately identifiable cash flows (cash-generating units), generally a licensed area. Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

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No asset is kept as an exploration and evaluation asset for a period of more than three years, except if it can be clearly demonstrated that the carrying value of the investment will be recoverable.

No impairment loss has been recognised during 2011; only write-offs (see Note 9).

2.11 Inventories

Inventories comprise crude oil. Crude oil is measured at the lower of cost and net realisable value. Cost is determined using the first-in, first-out (FIFO) method.

2.12 Current and deferred income tax

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Income.

Luna Oil Co. is a LLC company based in Panamá and is not subject to income taxes. Consequently, income taxes have been provided based on the tax laws and rates in effect in the countries in which the Company's operations are conducted and income is earned.

The Branch records a provision for income taxes using the "liability" method. The provision for the Branch income tax is calculated at the official rate of 33%, by the liability method, on the higher of presumptive income, alternative minimum taxable basis, or taxable income.

Advance tax payments and recoverable withholding taxes are offset against the estimated income tax liability.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised only to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income.

2.13 Financial assets

Financial assets are divided into the following categories: loans and receivables; financial assets at fair value through profit or loss; available-for-sale financial assets; and held-to-maturity investments. Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for which the investments were acquired. The designation of financial assets is re-evaluated at every reporting date at which a choice of classification or accounting treatment is available.

All financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument. All financial assets are initially recognised at fair value, plus transaction costs.

Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at each balance sheet date.

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Interest and other cash flows resulting from holding financial assets are recognised in the Consolidated Income Statement when receivable, regardless of how the related carrying amount of financial assets is measured.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. The Company's loans and receivables comprise trade receivables, prepayments and other receivables and cash and cash equivalents in the balance sheet. They arise when the Company provides money, goods or services directly to a debtor with no intention of trading the receivables.

Loans and receivables are subsequently measured at amortised cost using the effective interest method, less provision for impairment. Any change in their value through impairment or reversal of impairment is recognised in the Consolidated Statement of Income. All of the Company's financial assets are classified as loan and receivables.

2.14 Impairment of financial assets

Provision against trade receivables is made when objective evidence is received that the Company will not be able to collect all amounts due to it in accordance with the original terms of those receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present value of estimated future cash flows.

2.15 Cash and cash equivalents

Cash and cash equivalent include cash in hand, deposits held at call with banks.

2.16 Trade and other payable

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.17 Share capital

Equity comprises the following:

•

"Share capital" representing the proceeds from capital contributions received; currently the formalization of shares issuance is in process.

•

"Retained Earnings" representing retained profits and losses.

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Note 3  Financial instruments-risk management

The Company is exposed through its operations to the following financial risks:

•

Currency risk

•

Price risk

•

Credit risk—concentration

•

Funding and liquidity risk

The policy for managing these risks is set by the Board. Certain risks are managed centrally, while others are managed locally following guidelines communicated from the corporate office. The policy for each of the above risks is described in more detail below.

Currency risk

The functional currency of the Company is the US Dollar. The fluctuation of the Colombian Peso does not impact the loans, costs and revenues held in US Dollars; but it does impact the balances denominated in local currency. Such is the case of the prepaid taxes and certain costs. As currency rate changes between the US Dollar and the Colombian Peso, the Company recognizes gains and losses in the Consolidated Statement of Income.

The Company minimises the local currency positions by seeking to equilibrate local and foreign currency assets and liabilities. However, tax balances are very difficult to match with local currency assets. Therefore, the Company maintains a net exposure to changes in currency exchange rates.

Most of the Company's assets are associated with oil and gas productive assets. Such assets in the oil and gas industry, including in the local markets are usually settled in US Dollar equivalents.

During 2011, the Colombian Peso strengthened by 1,5%. If the Colombian Peso had strengthened by an additional 5% against the US Dollar, with all other variables held constant, post-tax profit for the year would have been higher by US$ 22,138.

Price risk

In 2011 net revenue comes from Carupana field (participation agreement) which is operated by Winchester Oil & Gas S.A. The operator is responsible for selling the oil produced and then distribute to each partner's the net income generated by the field.

As mentioned above, the price risk is related to sales made by Winchester oil & Gas S.A. In 2011 the prise realised for the oil produce by Winchester Oil and GAS is linked to Brent adjusted by the Vasconia differential (Colombian market indicator) which is settled in the international markets in US Dollars. The market price of these commodities is subject to significant fluctuation but the Board did not consider appropriate to manage the Company's risk to such fluctuation through futures contracts or similar because to do so would not have been economic at the achieved production levels.

If the market prices of Brent adjusted by the Vasconia differential had fallen by 10% compared to actual prices during the year, with all other variables held constant, post-tax profit for the year would have been lower by US$170.112.

The Board will consider adopting a hedging policy when it deems it appropriate according to the size of the business and market implied volatility.

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Credit risk—concentration

The Company's credit risk relates mainly to accounts receivable where the credit risks correspond to the recognised values. There is not considered to be any significant risk.

Funding and liquidity risk

Liquidity risk represents the Company's inability to meet its short and long-term financial commitments. Cash flow forecasting is performed in the operating activities including those activities through joint agreements with partners. The Company finance monitors rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom to fund the committed work programs of the Blocks. Producing Blocks combined low operating costs and the flexibility of a discretionary investment program that can be maintained, reduced or increased in the short term depending on the environment economic conditions.

Note 4  Accounting estimates and assumptions

Estimates and assumptions are used in preparing the consolidated financial statements. Although these estimates are based on management's best knowledge of current events and actions, actual results may differ. Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The key estimates and assumptions used in these consolidated financial statements are noted below:

•

The Company adopts an approach similar to the successful efforts method of accounting. Management makes assessments and estimates regarding whether an exploration property should continue to be carried forward as an exploration and evaluation asset not yet determined or when insufficient information exists for this type of cost to remain as an asset. In making this assessment the Management takes professional advice from qualified independent experts, such as petroleum reserve engineers.

•

Cash flow estimates for impairment assessments require assumptions about two primary elements—future prices and oil and gas reserves. Estimates of future prices require significant judgments about highly uncertain future events. Historically, oil and gas prices have exhibited significant volatility. Our forecasts for oil and gas revenues are based on prices derived from future price forecasts amongst industry analysts and our own assessments. Our estimates of future cash flows are generally based on our assumptions of long-term prices and operating and development costs. Given the significant assumptions required and the possibility that actual conditions will differ, we consider the assessment of impairment to be a critical accounting estimate.

The process of estimating reserves is complex. It requires significant judgements and decisions based on available geological, geophysical, engineering and economic data. The estimation of economically recoverable oil and natural gas reserves and related future net cash flows was performed based on internal estimations performed by the Company's technical team as of December 31, 2011, which incorporates many factors and assumptions including:

•

expected reservoir characteristics based on geological, geophysical and engineering assessments;

•

future production rates based on historical performance and expected future operating and investment activities;

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•

future oil and gas prices and quality differentials;

•

assumed effects of regulation by governmental agencies; and

•

future development and operating costs.

Management believes these factors and assumptions are reasonable based on the information available to us at the time we prepare our estimates. However, these estimates may change substantially as additional data from ongoing development activities and production performance becomes available and as economic conditions impacting oil and gas prices and costs change.

•

Oil and gas assets held in property, plant and equipment are mainly depreciated on a unit of production basis at a rate calculated by reference to proven reserves.

Note 5  Consolidated statement of cash flow

The Consolidated Statement of Cash Flow shows the Company's cash flows for the year for operating, investing and financing activities and the change in cash and cash equivalents during the year.

Cash flows from operating activities are computed from the results for the year adjusted for non-cash operating items, changes in net working capital, and corporation tax. Tax paid is presented as a separate item under operating activities.

During 2011, there were not any material non-cash transactions.

Cash and cash equivalents include liquid funds with a term of less than three months.

Note 6  Net revenue

Amounts in US$ '000	2011
Crude oil		4,560
		4,560

Note 7  Production costs

Amounts in US$ '000	2011
Depreciation		374
Royalties		248
Staff costs		177
Consumables		179
Rental equipment		390
Other costs		119
		1,487

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Note 8  Depreciation

Amounts in US$ '000	2011
Oil and gas properties		232
Production facilities and machinery		142
Furniture, equipment and vehicles		3
		377

Recognised as follows:

Production costs	374
Administrative costs	3
	377

Note 9  Exploration costs

Amounts in US$ '000	2011
Write-off of unsuccessful efforts(a)		1,469
		1,469

(a)    The charge corresponds to the write-off of exploration and evaluation assets related to the cost of seismic in Llanos 17 Block.

Note 10  Administrative costs

Amounts in US$ '000	2011
Consultant fees		62
Depreciation		3
Other administrative costs		14
		79

Note 11  Selling expenses

Amounts in US$ '000	2011
Transportation		422
		422

Note 12  Financial expenses

Amounts in US$ '000	2011
Bank charges and other financial costs		39
Interest		1
		40

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Note 13  Income tax

Amounts in US$ '000	2011
Current tax		(70	)
Deferred income tax (Note 14)		(317	)
		(387	)

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:

Amounts in US$ '000	2011
Profit before income tax		392
Income tax calculated at statutory tax rate		(129	)
Non taxable results		(191	)
Other		(67	)
Income tax		(387	)

Income tax rate in Colombia is 33%.

Tax regulations applicable to the Company's branch establish the following:

a.     Taxable income is subject to a 33% income tax rate, except for those taxpayers that handle special rates.

b.     The basis to compute income tax shall not be less than 3% of the taxpayer's net equity on the last day of the immediately preceding year.

c.     Until taxable year 2010, and for those taxpayers that had a contract signed at December 31, 2012, the special deduction on effective investments made on real productive fixed assets is equivalent to 30% of the investment value and its use does not result in taxable income for the partners or shareholders. Taxpayers who acquire depreciable fixed assets as of January 1, 2007 and use the deduction mentioned herein, may only depreciate such assets by means of the straight-line method and are not entitled to the audit benefit, even when in compliance with the requirements set forth by tax regulations for such entitlement. Regarding the deduction applied in previous years, if the good over which the benefit applied is not used for the income producing activity or is sold or is written-off before the end of its useful life, it is necessary to include a proportional income for the remaining useful life, upon the sale or retirement. Law 1607 of 2012, derogated the regulation that allowed to sign judicial stability contracts as of taxable year 2013.

d.     Tax losses generated as from 2007 may be offset, readjusted for tax purposes, against ordinary income at any time, without prejudice of the year's presumptive income. Tax losses generated by companies may not be transferred to their partners. Tax losses arisen from non-taxable income or occasional gains or from costs and deductions not cause-related to the generation of taxable income, in no case may be offset against the taxpayer's net taxable income.

e.     As from 2004, income taxpayers having performed transactions with foreign related or affiliated parties and/or residents in countries considered as tax havens are obliged to determine, for income tax purposes, their ordinary and extraordinary revenues, costs and deductions, and assets and liabilities considering for these transactions the market prices and profit margins stated in the market.

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h.     Law 1607 of December 2012, reduced to 25% the income tax rate for 2013 and created the "CREE" income tax for equality, which rate will be of 9% for 2013, 2014 and 2015, and as of 2016 the rate will be 8%. Except for the cases of special deductions, such as, offset losses and excess of presumptive income, benefits not applicable to CREE, the tax basis will be the same as the income tax base.

i.      As set-forth by Article 25 of Law 1607 of December 2012, as of July 1, 2013, salary tax contributions made in favor of SENA and ICBF by income tax payers related with employees that individually receive up to ten (10) minimum monthly salaries, will be exempt of this contribution. This exoneration will not be applicable to the taxpayers not subject to the CREE tax.

At the date of the issuance of Consolidate Financial Statement, the Company's income tax returns for taxable years 2011, 2010, 2009 and 2008 2010 are subject to review and acceptance by tax authorities. The Company's management and its tax advisors believe that the amounts recorded as tax liabilities are enough to cover any liability that may be established regarding those years.

Tax on equity

Law 1370 of 2009 established tax on equity for taxable year 2011, pursuant to which taxpayers which equity exceeds COP$5,000 million (US$ 2,573,738 aprox.) should pay a 4.8% tax rate, while for equities between COP$3,000 million (US$ 1,544,243 aprox.) and COP$5,000 million (US$ 2,573,738 aprox.) are subject to a 2.4% rate.

Moreover, Emergency Decree No. 4825 of December 2010 included a new range of taxpayers that will contribute to this tax, at a 1% rate, for equities between COP$1,000 million (US$514,748 aprox.) and COP$2,000 million (US$1,029,495 aprox.), and at a 1.4% rate for equities between COP$2,000 million (US$1,029,495 aprox.) and COP$3,000 million (US$ 1,544,243 aprox). Additionally, 25% surtax is levied on this tax, which is applicable only for taxpayers for the tax on equity under Law 1370 of 2009. At December 2011, the Company recognized for this concept in Other operating expenses of the Consolidated Income Statement US$654,988.

Note 14  Deferred income tax asset

The gross movement on the deferred income tax account is as follows:

Amounts in US$ '000	2011
Deferred tax asset at January 1, 2011		3,062
Income statement charge		(317	)
Deferred tax asset at December 31, 2011		2,745

The breakdown and movement of deferred tax balances as of December 31, 2011 is as follows:

Amounts in US$ '000	At the beginning		Charged to net profit			At end of year
Deferred tax balances
Taxable losses and other		323		(323	)		—
Participation agreement		1,761		(478	)		1,283
Property, plant and equipment		933		484			1,417
Other		45		—			45
		3,062		(317	)		2,745

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Note 15  Property, plant and equipment

Amounts in US$ '000	Oil & gas properties			Furniture, equipment and vehicles			Production facilities and machinery			Construction in progress		Exploration and evaluation assets			Total
Cost at December 31, 2010		1,759			15			600			—		895			3,269
Additions		453			—			8			98		1,781			2,340
Write-off		—			—			—			—		(1,469	)		(1,469	)
Cost at December 31, 2011		2,212			15			608			98		1,207			4,140
Depreciation and write-down at December 31, 2010		(1,351	)		(11	)		(82	)		—		—			(1,444	)
Depreciation		(232	)		(3	)		(142	)		—		—			(377	)
Depreciation and write-down at December 31, 2011		(1,583	)		(14	)		(224	)		—		—			(1,821	)
Carrying amount at December 31, 2011		629			1			384			98		1,207			2,319

Note 16  Branch and joint agreement undertakings

Details of the branches and participation in joint agreements assets of the Company are set out below:

	Name and registered office	Ownership interest
Branches	Sucursal La Luna Oil Co. Ltd. (Colombia)	100%

Joint Agreements

Llanos 17	36.84%
Llanos 32	10.00%
Carupana	10.67%

Note 17  Inventories

Amounts in US$ '000	2011
Crude oil		137
		137

Note 18  Prepayments and other receivables

Amounts in US$ '000	2011
Other receivables		1,900
Prepaid taxes		57
		1,957
Classified as follows:
Current		1,957
		1,957

As of December 31, 2011, there are no balances aged by more than 3 months or due between 31 days and 90 days as of December 31, 2011.

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The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable. The Company does not hold any collateral as security.

The carrying value of accounts receivables is considered to represent a reasonable approximation of its fair value due to their short term nature.

Note 19  Financial instruments

Amounts in US$ '000	Loans and receivables 2011
Assets as per statement of financial position
Cash and cash equivalents		4
Other receivables		1,900
		1,904

Amounts in US$ '000	Other financial liabilities / Amortized cost 2011
Liabilities as per statement of financial position
Trade and other payables		893
		893

Credit quality of financial assets

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Cash and cash equivalents	2011
Counterparties without an external credit rating		4
		4

Financial liabilities—contractual undiscounted cash flows

The table below analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Amounts in US$ '000	Less than 1 year
At December 31, 2011
Trade payables and other debt		893
		893

Note 20  Share capital

Shares

The share capital of the company corresponds to 50,000 common shares.

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Note 21  Trade and other payables

Amounts in US$ '000	2011
Trade payables		2
Tax on equity and other debts to be paid		488
To be paid to co-venturers		377
Related parties—Winchester Oil & Gas		26
		893
Classified as follows:
Current		893
		893

The fair value of these short term financial instruments are not individually determined as the carrying amount is a reasonable approximation of fair value.

Note 22  Interests in joint operations

The Company has interests in four joint operations, which are involved in the exploration of hydrocarbons in Colombia.

The following amounts represent the Company's share in the assets, liabilities and results of the joint ventures which have been consolidated line by line in the consolidated statement of financial position and statement of income:

Joint operation	Llanos 17 Block		Carupana Block			Llanos 32 Block
Interest		36.84%		10,67%			10%
ASSETS
PP&E / E&E		21		1,177			1,121
Total Assets		21		1,177			1,121
Sales		4,560		—			—
Net profit / (loss)		2,651		(1,469	)		—

Capital commitments related to the Llanos 17, Llanos 32 and Carupana Blocks are disclosed in Note 23 (a).

Note 23  Commitments

(a) Capital commitments

The Llanos 32 Block Consortium has committed to drill two exploratory wells in 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 2,450,000 at GeoPark's working interest (36.84%).

The Llanos 17 Block Consortium has committed to drill two exploratory wells in 2012 and perform 3D seismic between 2013 and 2014. The joint operation estimates that the remaining commitment amounts to US$ 2,450,000 at GeoPark's working interest (36.84%).

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Note 24  Related parties

Balances outstanding with related parties

Related Party and account	Relationship	Related party	2011 current
Co-venturers—Prepayments and other receivables	Joint operations	Joint Operations		123
Related Parties—Prepayments and other receivables	Participations agreements	Winchester Oil & Gas		1,777
Co-venturers—Trade payables and other	Joint operations	Joint Operations		377
Related Parties—Trade payables and other	Participations agreements	Winchester Oil & Gas		26

Note 25  Subsequent events

In February 2012 the Company was acquired by Geopark Luna S.A.S., a company dedicated to the exploration and exploitation of hydrocarbons based in Colombia. Geopark Luna S.A.S. is an indirect subsidiary of Geopark Holdings Limited, a Bermuda oil and gas company. As a result of this transaction, Geopark Holdings Limited obtained the control over the Company as of the acquisition date.

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Hupecol Cuerva LLC

Consolidated financial statements

March 31, 2012 and for the period of three months then ended

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Hupecol Cuerva LLC
Consolidated financial statements
March 31, 2012 and for the period of three months then ended

Contents

Independent auditor's report	F-181
Consolidated financial statements
Consolidated balance sheet	F-182
Consolidated statement of income	F-183
Consolidated statement of changes in members equity	F-184
Consolidated statement of cash flow	F-185
Notes to the consolidated financial statements	F-186

F-180

Independent auditor's report

To the Board of Directors and Member of
Hupecol Cuerva LLC

We have audited the accompanying consolidated balance sheet of Hupecol Cuerva LLC and its subsidiary as of March 31, 2012, and the related consolidated statement of income, changes in members' equity and cash flow for the period of three months then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hupecol Cuerva LLC and its subsidiary at March 31, 2012, and the results of its operations and its cash flow for the period of three months then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers Ltda.

PricewaterhouseCoopers Ltda.
Bogotá, Colombia
July 18, 2013

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Consolidated balance sheet
(Amounts expressed in thousands of US Dollars)
As of March 31, 2012

	Notes
ASSETS
CURRENT ASSETS
Cash and cash equivalents		4	927
Accounts and notes receivable		5	4,402
Inventories		6	7,406
Other accounts receivable		7	6,833
TOTAL CURRENT ASSETS			19,568
NON-CURRENT ASSETS
Properties, plant and equipment		8	15,024
Oil properties		9	33,680
Deferred tax assets, net		12	9,494
TOTAL NON-CURRENT ASSETS			58,198
TOTAL			77,766
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Suppliers		10	7,302
Related parties payables		20	9,767
Accounts payable		11	1,430
Labor liabilities			14
Taxes, liens and encumbrances		12	2,108
Accrued liabilities and provisions			19
TOTAL CURRENT LIABILITIES			20,640
NON-CURRENT LIABILITIES
Accrued liabilities and provisions			1,341
Asset retirement obligations		13	3,990
TOTAL NON-CURRENT LIABILITIES			5,331
TOTAL LIABILITIES			25,971
MEMBERS EQUITY
Units		3	8
Retained earnings			51,787
TOTAL MEMBERS EQUITY			51,795
TOTAL			77,766

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated statement of income
(Amounts expressed in thousands of US Dollars)
For the period ended March 31, 2012

	Notes
Oil revenues			22,594
Operating costs		14	(13,421	)
GROSS PROFITS			9,173
Services—Related parties		20	(1,097	)
General and administrative costs		15	(1,070	)
Transportation costs		16	(4,149	)
OPERATING LOSS			2,857
Financial results, net			(332	)
Other income, net		17	481
INCOME BEFORE INCOME TAX			3,006
Income tax		12	(1,331	)
NET INCOME FOR THE PERIOD			1,675

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated statement of changes in members equity
(Amounts expressed in thousands of US Dollars)
For the period ended March 31, 2012

	Units (See note 3)		Retained earnings		Total
Balances at December 31, 2011		8		50,112		50,120
Net income for the period ended March 31, 2012		—		1,675		1,675
Balances at March 31, 2012		8		51,787		51,795

The accompanying notes are an integral part of these consolidated financial statements.

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Consolidated statement of cash flows
(Amounts expressed in thousands of US Dollars)
For the period ended March 31, 2012

Cash flows from operating activities
Net income for the period	1,675
Adjustments to reconcile the net income for the period with net cash provided by (used in) operating activities
Deferred income tax	1,331
Amortization of oil properties	3,946
Depreciation of properties and equipment	807
Accretion of asset retirement obligations	245
Changes in operating assets and liabilities:
Accounts and notes receivable	107
Inventories	917
Other accounts receivable	(3,219	)
Suppliers	6,266
Accounts payables—Related parties	(7,634	)
Accounts payables	1,362
Labor liabilities	14
Taxes, liens and encumbrances	(896	)
Accrued liabilities and provisions	89
Net cash provided by operating activities	5,010
Cash flows from investing activities
Acquisition of properties and equipment	(8,308	)
Cash used in investment activities	(8,308	)
Net decrease in cash and cash equivalents	(3,298	)
Cash and cash equivalents beginning of the period	4,225
Cash and cash equivalents at the end of the period	927

The accompanying notes are an integral part of these consolidated financial statements.

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Hupecol Cuerva LLC
Notes to the consolidated financial statements
Amounts expressed in thousands of US Dollars

Note 1.  Description of the company

Hupecol Cuerva Holding LLC ("Hupecol") is a Delaware-based limited liability company, located in 1200 New Hampshire Ave N.W., Washington DC, incorporated on March 7, 1997, with a branch in Bogotá, Colombia. Hupecol Caracara LLC ("The Branch") was established on June 12, 1997 and its main activities are oriented to the exploration, development and production of oil, natural gas and other hydrocarbons in Colombia. This corporate purpose is expected to be developed through association contracts or other mechanisms allowed by Colombian laws. The Branch's life term is unlimited.

At March 31, 2012 the Company holds 100% ownership interest in Cuerva Block through an exploration and production contract signed between ANH "Agencia Nacional de Hidrocarburos" and its branch in Colombia.

At March 31, 2012 Company was under the control of Hupecol Cuerva Holding LLC.

These consolidated financial statements were authorized for issuance by the Board of Directors on July 18, 2013.

Note 2.  Summary of significant accounting policies

2.1 Basis of presentation / consolidation

The consolidated financial statements of Hupecol Cuerva LLC as of and for the period ended March 31, 2012 have been prepared in accordance with accounting principles generally accepted in the United States of America—"US GAAP". The purpose of these financial reports is to meet the reporting requirements of Rule 3-05 of Regulation S-X according to the latest requirements of the parent Company, in connection with an initial public offering process. Considering the above mentioned special purposes, the comparative information regarding 2011 is not disclosed. The consolidated financial statements are presented in United States Dollars and all amounts are rounded to the nearest thousand (USD'000), except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis.

The preparation of financial statements in conformity with US GAAP requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. All significant intercompany transactions and balances have been eliminated in preparing the consolidated accounts.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

2.1.1 Consolidation

The consolidated financial statements include those of the Company and all the operations of its branch up to the Balance Sheet date.

Intercompany transactions, balances and unrealized gains on transactions between the Company and its branches are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of branches have

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been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company.

2.2 Foreign currency translation

The consolidated financial statements are presented in US Dollars, which is the Company's presentation currency.

Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its branches is the US Dollar.

2.3 Use of estimates

The presentation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the attached notes. Accordingly, management's estimates require the exercise of judgment. While management believes the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from the assumptions.

2.4 Cash and cash equivalents

Cash and cash equivalents include banks and corporations.

2.5 Accounts and notes receivable

Accounts and notes receivable are stated at net realizable value.

2.6 Inventories

Crude oil inventories are carried at the lower of current market value or cost. Inventory costs include expenditures and other charges (including depreciation) directly and indirectly incurred in bringing the inventory to its existing condition and location. The inventory cost is calculated by dividing the lifting cost between monthly production.

2.7 Properties, plant, equipment and depreciation

Properties, plant, and equipment are recorded at their historical cost, which includes financial expenses until the asset is put into operation.

Depreciation is calculated on the total acquisition cost using the straight-line method, based on the assets' useful lives.

Annual depreciation rates used are:

	%
Office equipment		10
Computer and communication equipment		20

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2.8 Oil properties

The Company follows the successful efforts method of accounting for investments in exploration and production or development areas. Costs of productive wells and development dry holes are capitalized and amortized using the unit-of-production method.

Acquisition and exploration costs are capitalized until the time in which it is determined if exploration drilling was economically successful or not. If exploration drilling results are unsuccessful, all incurred costs are charged to expenses. When a project is approved for development, the accumulated acquisition and exploration costs are classified in the oil properties account.

Capitalized cost also includes assets retirement costs. Production and support equipment are accounted for at historical cost and are included in properties and equipment (Buildings, equipment, pipelines, networks and lines) and subject to depreciation under proven development reserves per field and royalty-free.

Oil properties and assets are depleted using the technical units-of-production method. The amortization charged to results is adjusted at the end of December, recalculating the DD&A (Depletion, Depreciation and Amortization) as of January 1 of the current year, based on the reserve study updated at the end of the current year made by the Company's technical team.

2.9 Deferred tax

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry forwards are expected to be recovered or settled. Valuation allowances are provided if, after considering available evidence, it is not more likely than not that some or all of the deferred tax assets will be realized.

In addition, a deferred income tax asset resulted from the application of the provisions of ASC 740-10-25, Accounting for Acquired Temporary Differences in Certain Purchase Transactions, because this investment creates an additional tax deduction of 40% in 2009 and 30% in 2010.

2.10 Impairment of long-lived assets

Under US GAAP, in accordance with ASC 360-10, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

As of March 31, 2012 no impairment charge has been recognized in the consolidated financial statements.

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2.11 Suppliers and accounts payable

Correspond to obligations incurred by the Company with third parties in order to comply with its corporate purpose.

2.12 Labor liabilities

Wages, salaries, bonuses, social security contributions, paid annual leaves and sick leaves are accrued during the period in which the associated services are rendered by the Branch's employees.

2.13 Financial instruments

Financial instruments include cash and cash equivalents, receivables and payables, the nature of which is short-term.

Management's opinion is that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments is approximate to their carrying values.

2.14 Revenue recognition

Revenue from crude oil is recognized at the time of transfer of title to the buyer, including its risks and benefits.

The Company has a sales agreement to sell its oil production to Hocol S.A. The price is based on the international price with reference to the mixed Vasconia crude oil as set forth in the sales contract.

2.15 Asset retirement obligations

For purposes of reporting, the Company follows the provisions of Statement of Financial Accounting Standards No. 143 Accounting for Asset Retirement Obligations (ASC 410), as amended ASC 410 requires the Company to recognize a liability for the present value of all legal obligations associated with the retirement of tangible, long-lived assets as of the date the related asset was placed into service, and capitalize an equal amount as an additional cost of the asset. Each period the liability is accreted using the effective interest rate method. The accretion is included as an operating expense. The cost associated with the asset retirement is included in the computation of depreciation, depletion and amortization.

The Company provides for future asset retirement obligations on its oil properties based on estimates established by the current regulations. The asset retirement obligation is initially measured at fair value and capitalized to oil properties as an asset retirement cost. The asset retirement obligation accretes until the time the asset retirement obligation is expected to settle while the asset retirement cost is amortized over the useful life of the underlying oil properties.

The Company's asset retirement obligations primarily relate to the plugging, dismantlement, removal, site reclamation and similar activities in its oil and gas properties until the end of the exploration and production contracts.

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2.16 Income tax

Hupecol is a Limited Liability Company based in Delaware and is not subject to income taxes. Consequently, income taxes have been provided based on the tax laws and rates in effect in the countries in which the Company's operations are conducted and income is earned.

The Colombian Branch records a provision for income taxes using the "liability" method. The provision for the Branch income tax is calculated at the official rate of 33%, by the liability method, on the higher of presumptive income, alternative minimum taxable basis, or taxable income.

Advance tax payments and recoverable withholding taxes are offset against the estimated income tax liability.

2.17 Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company places its cash and cash equivalents in large reputable financial institutions. The Company's customer base consists primarily of large oil companies. Management believes the credit quality of its customers is generally high. The Company provides allowances for potential credit losses when necessary.

During the period ended March 31, 2012, approximately 99,9% of the Company revenues were obtained from one customer (Hocol S.A.).

Note 3.  Members equity

At March 31, 2012, the authorized and issue share capital of the Company was 100 units. The units are identical in all respects.

The sole Member of the Company is GeoPark Llanos S.A.S.

Limitation on liability

The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member and Manager of the Company shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member or Manager.

Note 4.  Cash and cash equivalents

Cash and equivalents at March 31, 2012 were comprised by:

Banks and corporations	927
	927

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Note 5.  Accounts and notes receivable

Accounts and notes receivable at March 31, 2012 were comprised by:

Customers—Hocol S.A.	4,402
	4,402

Note 6.  Inventories

Inventories at March 31, 2012 were comprised by:

Crude oil	7,406
	7,406

Note 7.  Other accounts receivable

Other accounts receivable at March 31, 2012 were comprised by:

Tax refund security(1)	49
Tax balances receivables	6,784
	6,833

(1)    The tax refund security are used exclusively for the payment of VAT generated in Colombia.

Note 8.  Properties, plant and equipment

Properties, plant, equipment and depreciation at March 31, 2012 were comprised by:

Construction in progress	8,092
Buildings	415
Properties and equipment	8,309
Office equipment	72
Computer and communication equipment	70
Pipelines, networks and lines	2,656
Properties and equipment in transit	94
	19,708
Accumulated depreciation, depletion and Amortization	(4,684	)
	15,024

Depreciation expenses totaled $807 for the period ended March 31, 2012.

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Note 9.  Oil properties

Amortizable oil investments, net at March 31, 2012 were comprised by:

Oil properties(1)	59,252
Accumulated amortization	(28,073	)
	31,179
Assets retirement cost	3,744
Accumulated amortization for facility abandonment cost	(1,243	)
	2,501
	33,680

(1)    They include a reduction for $5,662 related to the special deduction on effective investments made on real productive fixed assets equivalent to 30% in 2010 and 40% in 2009 of the investment value.

Amortization expenses totaled $3,946 for the period ended March 31, 2012.

Note 10.  Suppliers

Suppliers at March 31, 2012 were comprised by:

Domestic suppliers	7,302
	7,302

Note 11.  Accounts payables

Accounts payable at March 31, 2012 were comprised by:

Royalties	1,379
Withholding tax	39
Payroll withholding and contributions	9
Other	3
	1,430

Note 12.  Taxes, liens and encumbrances

Taxes, liens and encumbrances at March 31, 2012 were comprised by:

Sales (VAT) tax	945
Tax on equity	1,163
	2,108

Tax regulations applicable to the Company's branch establish the following:

a.

Taxable income is subject to a 33% income tax rate, except for those taxpayers that handle special rates.

b.

The basis to compute the income tax shall not be less than 3% of the taxpayer's net equity on the last day of the immediately preceding year.

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c.

Until taxable year 2010, and for those taxpayers having a contract signed at December 31, 2012, the special deduction on effective investments made on real productive fixed assets is equivalent to 30% of the investment value, and its use does not result in taxable income for partners or members. Taxpayers acquiring depreciable fixed assets as of January 1, 2007 and using the deduction mentioned herein may only depreciate such assets by means of the straight-line method and are not entitled to the audit benefit, even when being in compliance with the requirements set forth by tax regulations for such entitlement. Regarding the deduction applied in previous years, if the good over which the benefit applied is not used for the income producing activity or is sold or is written-off before the end of its useful life, it is necessary to include a proportional income for the remaining useful life, upon the sale or retirement. Act 1607 of 2012, derogated the regulation that allowed signing judicial stability contracts as of taxable year 2013.

d.

At March 31, 2012, the Company showed tax loss carry forwards for $7,842,962 generated in 2010. According to the regulations, tax losses generated as from 2007 may be offset, readjusted for tax purposes, against ordinary income at any time, without prejudice to the year's presumptive income. Tax losses generated by companies may not be transferred to their partners. Tax losses arisen from non-taxable income or occasional gains or from costs and deductions not cause-related to the generation of taxable income, in no case may be offset against the taxpayer's net taxable income.

Maturity of tax losses and excess of presumptive over ordinary income are as follows:

Expiration date	Tax losses
No expiration date		7,842,962
		7,842,962

e.

As from 2004, income taxpayers having performed transactions with foreign related or affiliated parties and/or residents in countries considered as tax havens are obliged to determine, for income tax purposes, their ordinary and extraordinary revenues, costs and deductions, and assets and liabilities considering for these transactions the market prices and profit margins.

f.

Law 1607 of December 2012, reduced to 25% the income tax rate for 2013 and created the "CREE" income tax for equality, the rate of which will be of 9% for 2013, 2014 and 2015, and as of 2016 the rate will be 8%. Except for the cases of special deductions, such as offset losses and excesses of presumptive income, benefits that are not applicable to CREE, the tax basis will be the same as the income tax base.

g.

As set-forth by Article 25 of Law 1607 of December 2012, as of July 1, 2013, payroll contributions made by income taxpayers related to employees that individually receive up to ten (10) minimum monthly salaries, will be exempt of this contribution. This exoneration will not be applicable to the taxpayers not subject to the CREE tax.

The Company's income tax returns for taxable years 2011 and 2012 are subject to review and acceptance by tax authorities. The Company's management and its tax advisors believe that the amounts recorded as tax liabilities are enough to cover any liability that may be established regarding those years.

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Tax on equity

Act 1370 of 2009 established tax on equity for taxable year 2011, pursuant to which taxpayers which equity exceeding COP5,000 million should pay a 4.8% tax rate, while for equities between COP3,000 million and COP5,000 million are subject to a 2.4% rate.

Moreover, Emergency Decree No. 4825 of December 2010 included a new range of taxpayers that will contribute to this tax, at a 1% rate, for equities between COP1,000 million and COP2,000 million, and at a 1.4% rate for equities between COP2,000 million and COP3,000 million. Additionally, 25% surtax is levied on this tax, which is applicable only for taxpayers for the tax on equity under Act 1370 of 2009.

The components of the income tax expense were as follows:

Deferred	(1,331	)
Total	(1,331	)

The tax effects of temporary differences giving rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

Deferred tax assets
Properties and equipment	7,945
Carry forward losses	2,698
Asset retirement obligations	1,124
Inventory	447
Total long-term tax assets	12,214
Deferred tax liabilities
Liabilities	(2,695	)
Other	(25	)
Total long-term deferred tax liabilities	(2,720	)
Deferred tax, net	9,494

A reconciliation between the statutory tax rates and the actual tax rate is summarized as follows:

Income before income tax	3,006
Income tax calculated at statutory tax rate	992
Non taxable results	60
Other	279
Income tax	1,331

Note 13.  Asset retirement obligations

Asset retirement obligations at March 31, 2012 were comprised by:

Balance at the beginning of the period	3,221
Revisions(1)	524
Accretion	245
Balance at the end of the period	3,990

(1)    Includes upgrades for estimated cash flow, changes in estimates and new wells.

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Note 14.  Operating costs

Operating costs during the period ended March 31, 2012 were comprised by:

Amortization and depreciation	4,778
Royalties	2,748
Consumables	1,217
Operating & Maintenance	1,129
Transportation	658
Rental equipment	448
Services	396
Well maintenance	381
Safety	227
Field camp	120
Other	1,319
	13,421

Note 15.  General and administrative costs

General and administrative costs during the period ended March 31, 2012 were comprised by:

Fees	281
Rentals	64
Services	44
Travel expenses	35
Legal expenses	31
Personal expenses	30
Depreciation	25
Maintenance and repairs	10
Taxes	7
Other	543
	1,070

Note 16.  Transportation costs

Transportation costs during the period ended March 31, 2012 were comprised by:

Transportation costs	4,149
	4,149

Note 17.  Other income, net

Other income, net during the period ended March 31, 2012 includes the recovery of cost related to transportation costs for $298.

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Note 18.  New accounting pronouncements not yet applied

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in US GAAP and IFRS." This update clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective for the Company for periods beginning January 1, 2012. The Company's adoption of this standard did not have a material impact on the consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11- "Balance Sheet (Topic 210)". This update was issued to enhance disclosures about amounts of financial and derivative instruments recognized in the statement of financial position that are either (i) offset or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset. The scope of the update includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This update is effective for the Company for annual and interim periods beginning January 1, 2013, and is applicable retrospectively. The Company is currently evaluating the impact of this additional disclosure requirement.

Note 19.  Commitments

The Cuerva Block has committed to drill 2 exploratory wells between 2012 and 2013 corresponding to the fourth and fifth exploratory phases. During 2012 and 2013, the commitments were fulfilled.

The Cuerva Block has committed to drill 1 exploratory well between 2013 and 2014 corresponding to the sixth exploratory phase. During 2013, the commitment was fulfilled.

The Llanos 62 Block (Note 20) has committed to drill 2 exploratory wells before august 2014 corresponding to the first exploratory phases.

Note 20.  Related parties

Accounts payable to related parties at March 31, 2012 were comprised by:

Hupecol Operating Co LLC (group company)	9,767
	9,767

Transactions with the related party during the period ended March 31, 2012 were comprised by:

Hupecol Operating Co LLC Services(1)	1,097
Total	1,097

(1)    It corresponds to mandate contract fees.

At March 31, 2012 the Company did not receive revenues from related parties.

Note 21.  Subsequent events

In March 2012, the company was acquired by Geopark Llanos SAS, a company dedicated to the exploration and exploitation of hydrocarbons based in Colombia. Geopark Llanos SAS is an indirect subsidiary of

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Geopark Holdings Limited, a Bermuda oil and gas company. As a result of this transaction, Geopark Holdings Limited obtained the control over the Company as of the acquisition date.

During 2012, the Company and its branch changed their name to Geopark Cuerva LLC and Geopark Cuerva LLC Sucursal Colombia, respectively.

On October 3, 2012, Hupecol Operating LLC ceded 100% of the interests, rights and obligations in Llanos 62 Block to Geopark Cuerva LLC

Subsequent events have been evaluated until the date of the issuance of the financial statement, which is July 18, 2013.

Supplemental information on oil and gas activities (Unaudited)

The following information is presented in accordance with ASC No. 932 "Extractive Activities—Oil and Gas", as amended by ASU 2010—03 "Oil and Gas Reserves. Estimation and Disclosures", issued by FASB in January 2010 in order to align the current estimation and disclosure requirements with the requirements set in the SEC final rules and interpretations, published on December 31, 2008. This information includes the Company's oil production activities carried out in Colombia

Table 1—Costs incurred in exploration and development

The following table presents those costs capitalized as well as expensed that were incurred during the three month period then ended at March 31, 2012. Exploration costs include geological and geophysical costs, costs necessary for retaining undeveloped properties, drilling costs and exploratory well equipment. Development costs include drilling costs and equipment for developmental wells, the construction of facilities for extraction, treatment and storage of hydrocarbons and all necessary costs to maintain facilities for the existing developed reserves.

Amounts in US$ '000	Total
For the period ended March 31, 2012
Exploration		514
Development(1)		7,421
Total costs incurred		7,935

(1)    Includes capitalized amounts related to asset retirement obligations.

Table 2—Capitalized costs relating to oil and gas producing activities

Amounts in US$ '000	Total
For the period ended March 31, 2012
Proved properties
Equipment, camps and other facilities		11,616
Oil properties		62,996
Other uncompleted projects		8.092
Gross capitalised costs		82,704
Accumulated depreciation and amortization(1)		(34,000	)
Total net capitalised costs		48,704

(1)    Includes the amortization related to asset retirement obligations.

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At March 31, 2012 the Company has not exploratory wells in suspend for more than a year.

Table 3—Results of operations for oil producing activities

The breakdown of results of the operations shown below summarizes revenues and expenses directly associated with oil and gas producing activities for the year ended 31 March 2012. Income tax for the years presented was calculated utilizing the statutory tax rates.

Amounts in US$ '000	Total
For the period ended March 31, 2012
Net revenue		22,605
Production costs
Operating costs		(5,895	)
Royalties		(2,748	)
Total production costs		(8,643	)
Accretion expense		(245	)
Depreciation and amortization		(4,778	)
Results of operations before income tax		8,939
Income tax		(2,950	)
Results of oil and gas operations		5,989

Table 4—Reserve quantity information

Proved reserves represent estimated quantities of oil (including crude oil and condensate), which available geological and engineering data demonstrates with reasonable certainty to be recoverable in the future from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. The choice of method or combination of methods employed in the analysis of each reservoir was determined by the stage of development, quality and reliability of basic data, and production history.

The Company believes that its estimates of remaining proved recoverable oil reserve volumes are reasonable and such estimates have been prepared in accordance with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008.

Reserves engineering is a subjective process of estimation of hydrocarbon accumulation, which cannot be accurately measured, and the reserve estimation depends on the quality of available information and the interpretation and judgment of the engineers and geologists. Therefore, the reserves estimations, as well as future production profiles, are often different than the quantities of hydrocarbons which are finally recovered. The accuracy of such estimations depends, in general, on the assumptions on which they are based.

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The Company estimated net proved reserves for the properties evaluated as of 31 March 2012 and 1 January 2012 are summarised as follows, expressed in thousands of barrels (Mbbl):

	Oil (Mbbl)
Net proved development and undevelopment reserves as of January 1, 2011(1)		2,449
Decrease attributable to:
Production		(178	)
Net proved development and undevelopment reserves as of March 31, 2012		2,271
Net proved developed		795
Net proved undeveloped		1,476
Total reserves		2,271

(1)    Includes net proved development reserves for 973 Mbbl and net proved undeveloped for 1,476 Mbbl.

Table 5—Standardized measure of discounted future net cash flows related to proved oil reserves

The following table discloses estimated future net cash flows from future production of proved developed and undeveloped reserves of crude oil, As prescribed by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities), such future net cash flows were estimated using the average first day- of-the-month price during the 12-month period for 2011 and using a 10% annual discount factor. Future development and abandonment costs include estimated drilling costs, development and exploitation installations and abandonment costs. These future development costs were estimated based on evaluations made by the Company. The future income tax was calculated by applying the statutory tax rates.

This standardized measure is not intended to be and should not be interpreted as an estimate of the market value of the Company's reserves. The purpose of this information is to give standardized data to help the users of the financial statements to compare different companies and make certain projections. It is important to point out that this information does not include, among other items, the effect of future changes in prices, costs and tax rates, which past experience indicates that are likely to occur, as well as the effect of future cash flows from reserves which have not yet been classified as proved reserves, of a discount factor more representative of the value of money over the lapse of time and of the risks inherent to the production of oil and gas. These future changes may have a significant impact on the future net cash flows disclosed below. For all these reasons, this information does not necessarily indicate the perception the Company has on the discounted future net cash flows derived from the reserves of hydrocarbons.

Amounts in US$ '000	At 31 March 2012
Future cash inflows		198,853
Future production and development costs		(125,715	)
Future income taxes		(28,700	)
Undiscounted future net cash flows		44,438
10% annual discount		(5,821	)
Standardized measure of discounted future net cash flows		38,617

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Changes in the standardized measure of discounted future net cash flows from proved reserves

Amounts in US$ '000	Total
Present value at December 31, 2011		39.569
Sales of hydrocarbon, net of production cost		7.394
Net changes in sales price and production cost		5.587
Net changes in income tax		707
Accretion of discount		143
Other changes		5
Present value at March 31, 2012		38.617

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Hupecol Cuerva LLC

Consolidated financial statements

December 31, 2011 and for the year then ended

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Hupecol Cuerva LLC
Consolidated financial statements
December 31, 2011 and for the year then ended

Contents

Independent auditor's report	F-203
Consolidated financial statements
Consolidated balance sheet	F-204
Consolidated statement of income	F-205
Consolidated statement of changes in members' equity	F-206
Consolidated statement of cash flow	F-207
Notes to the consolidated financial statements	F-208

F-202

Independent auditor's report

To the Board of Directors and Member of
Hupecol Cuerva LLC

We have audited the accompanying consolidated balance sheet of Hupecol Cuerva LLC and its subsidiary as of December 31, 2011, and the related consolidated statements of income, changes in members' equity and cash flow for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hupecol Cuerva LLC and its subsidiary at December 31, 2011, and the results of its operations and its cash flow for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ PricewaterhouseCoopers Ltda.

PricewaterhouseCoopers Ltda.
Bogotá, Colombia
July 18, 2013

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Consolidated balance sheet
(Amounts expressed in thousands of US Dollars)
As of December 31, 2011

	Notes
ASSETS
CURRENT ASSETS
Cash and cash equivalents		4	4,154
Accounts and notes receivable		5	4,509
Inventories		6	8,323
Other accounts receivable		7	3,685
TOTAL CURRENT ASSETS			20,671
NON-CURRENT ASSETS
Properties, plant and equipment		8	7,920
Oil properties		9	36,705
Deferred tax assets, net		11	10,829
TOTAL NON-CURRENT ASSETS			55,454
TOTAL			76,125
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Suppliers			1,036
Related parties payables		20	17,401
Accounts payable		10	68
Taxes, liens and encumbrances		11	3,008
Accrued liabilities and provisions			18
TOTAL CURRENT LIABILITIES			21,531
NON-CURRENT LIABILITIES
Asset retirement obligations		12	3,221
Accrued liabilities and provisions			1,253
TOTAL NON-CURRENT LIABILITIES			4,474
TOTAL LIABILITIES			26,005
MEMBERS' EQUITY
Units		3	8
Retained earnings			50,112
TOTAL MEMBERS' EQUITY			50,120
TOTAL			76,125

The accompanying notes are an integral part of these consolidated financial statements

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Consolidated statement of income
(Amounts expressed in thousands of US Dollars)
For the year ended December 31, 2011

	Notes
Oil revenues			72,198
Operating costs		13	(35,052	)
GROSS PROFITS			37,146
Services—Related parties		20	(3,454	)
General and administrative costs		14	(4,563	)
Transportation costs		15	(17,603	)
Exploration costs		16	(13,832	)
OPERATING LOSS			(2,306	)
Financial results, net			(762	)
Other income, net		17	7,481
INCOME BEFORE INCOME TAX			4,413
Income tax		11	(348	)
NET INCOME FOR THE YEAR			4,065

The accompanying notes are an integral part of these consolidated financial statements

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Consolidated statement of changes in members' equity
(Amount expressed in thousands of US Dollars)
For the year ended December 31,2011

	Units (See note 3)		Retained earnings		Total
Balances at December 31, 2010		8		46,047		46,055
Net income for the year ended December 31, 2011		—		4,065		4,065
Balances at December 31, 2011		8		50,112		50,120

The accompanying notes are an integral part of these consolidated financial statements

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Consolidated statement of cash flows
(Amounts expressed in thousands of US Dollars)
For the year ended December 31, 2011

Cash flows from operating activities
Net income for the year	4,065
Adjustments to reconcile the net income for the year with net cash provided by (used in) operating activities
Deferred income tax	(588	)
Depreciation of properties and equipment	3,321
Amortization of oil properties	15,166
Write-off of unsuccessful efforts	13,832
Changes in operating assets and liabilities:
Accounts and notes receivable	398
Inventories	(6,935	)
Other accounts receivable	(1,787	)
Suppliers	875
Accounts payables with related parties	13,612
Accounts payables	(20,264	)
Taxes, liens and encumbrances	(3,396	)
Accrued liabilities and provisions	20
Net cash provided by operating activities	18,319
Cash flows from investing activities
Acquisition of properties and equipment	(39,214	)
Cash used in investment activities	(39,214	)
Net decrease in cash and cash equivalents	(20,895	)
Cash and cash equivalents beginning of the year	25,049
Cash and cash equivalents at the end of the year	4,154

The accompanying notes are an integral part of these consolidated financial statements.

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Hupecol Cuerva LLC
Notes to the consolidated financial statements
Amounts expressed in thousands of US Dollars

Note 1.  Description of the Company

Hupecol Cuerva Holding LLC ("Hupecol") is a Delaware-based limited liability company, located in 1200 New Hampshire Ave N.W., Washington DC, incorporated on March 7, 1997, with a branch in Bogotá, Colombia. Hupecol Caracara LLC ("The Branch") was established on June 12, 1997 and its main activities are oriented to the exploration, development and production of oil, natural gas and other hydrocarbons in Colombia. This corporate purpose is expected to be developed through association contracts or other mechanisms allowed by Colombian laws. The Branch's life term is unlimited.

At December 31, 2011 the Company holds 100% ownership interest in Cuerva Block through an exploration and production contract signed between ANH "Agencia Nacional de Hidrocarburos" and its branch in Colombia.

At December 31, 2011 Company was under the control of Hupecol Cuerva Holding LLC.

These consolidated financial statements were authorized for issuance by the Board of Directors on July 18, 2013.

Note 2.  Summary of significant accounting policies

2.1 Basis of presentation / consolidation

The consolidated financial statements of Hupecol Cuerva LLC as of and for the year ended December 31, 2011 have been prepared in accordance with accounting principles generally accepted in the United States of America—"US GAAP". The purpose of these financial reports is to meet the reporting requirements of Rule 3-05 of Regulation S-X according to the latest requirements of the parent Company, in connection with an initial public offering process. Considering the mentioned special purposes, the comparative information regarding 2010 is not disclosed. The consolidated financial statements are presented in United States Dollars and all amounts are rounded to the nearest thousand (USD'000), except where otherwise indicated. The consolidated financial statements have been prepared on a historical cost basis.

The preparation of financial statements in conformity with US GAAP requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

2.1.1 Consolidation

The consolidated financial statements include those of the Company and all the operations of its branch up to the Balance Sheet date.

Intercompany transactions, balances and unrealized gains on transactions between the Company and its branches are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Amounts reported in the financial statements of branches have

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been adjusted where necessary to ensure consistency with the accounting policies adopted by the Company.

2.2 Foreign currency translation

The consolidated financial statements are presented in US Dollars, which is the Company's presentation currency.

Items included in the financial statements of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the Company and its branches is the US Dollar.

2.3 Use of estimates

The presentation of financial statements in conformity with the accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the attached notes. Accordingly, management?s estimates require the exercise of judgment. While management believes the estimates and assumptions used in the preparation of the consolidated financial statements are appropriate, actual results could differ from the assumptions.

2.4 Cash and cash equivalents

Cash and cash equivalents include banks and corporations.

2.5 Accounts and notes receivable

Accounts and notes receivable are stated at net realizable value.

2.6 Inventories

Crude oil inventories are carried at the lower of current market value or cost. Inventory costs include expenditures and other charges (including depreciation) directly and indirectly incurred in bringing the inventory to its existing condition and location. The inventory cost is calculated by dividing the lifting cost between monthly production.

2.7 Properties, plant and equipment

Properties and equipment are recorded at their historical cost, which includes financial expenses until the asset is put into operation.

Depreciation is calculated on the total acquisition cost using the straight-line method, based on the assets' useful lives.

Annual depreciation rates used are:

	%
Office equipment		10
Computer and communication equipment		20

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2.8 Oil properties

The Company follows the successful efforts method of accounting for investments in exploration and production or development areas. Costs of productive wells and development dry holes are capitalized and amortized using the unit-of-production method.

Acquisition and exploration costs are capitalized until the time in which it is determined if exploration drilling was economically successful or not. If exploration drilling results are unsuccessful, all incurred costs are charged to expenses. When a project is approved for development, the accumulated acquisition and exploration costs are classified in the oil properties account.

Capitalized costs also include assets retirement costs. Production and support equipment are accounted for at historical cost and are included in properties and equipment (Buildings, equipment, pipelines, networks and lines) and subject to depreciation under proven development reserves per field and royalty-free.

Oil properties and assets are depleted using the technical units-of-production method. The amortization charged to results is adjusted at the end of December, recalculating the DD&A (Depletion, Depreciation and Amortization) as of January 1 of the current year, based on the reserve study updated at the end of the current year made by the Company's technical team.

2.9 Deferred tax

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry forwards are expected to be recovered or settled. Valuation allowances are provided if, after considering available evidence, it is not more likely than not that some or all of the deferred tax assets will be realized.

In addition, a deferred income tax asset resulted from the application of the provisions of ASC 740-10-25, Accounting for Acquired Temporary Differences in Certain Purchase Transactions, because this investment creates an additional tax deduction of 40% in 2009 and 30% in 2010.

2.10 Impairment of long-lived assets

Under US GAAP, in accordance with ASC 360-10, long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by the asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

As of December 31, 2011 no impairment charge has been recognized in the consolidated financial statements.

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2.11 Suppliers and accounts payable

Correspond to obligations incurred by the Company with third parties in order to comply with its corporate purpose.

2.12 Financial instruments

Financial instruments include cash and cash equivalents, receivables and payables the nature of which is short-term.

Management's opinion is that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments is approximate to their carrying values.

2.13 Revenue recognition

Revenue from crude oil is recognized at the time of transfer of title to the buyer, including its risks and benefits.

The Company has a sales agreement to sell its oil production to Hocol S.A. The price is based on the international price with reference to the mixed Vasconia crude oil as set forth in the sales contract.

2.14 Asset retirement obligations

For purposes of reporting, the Company follows the provisions of Statement of Financial Accounting Standards No. 143 Accounting for Asset Retirement Obligations (ASC 410), as amended ASC 410 requires the Company to recognize a liability for the present value of all legal obligations associated with the retirement of tangible, long—lived assets as of the date the related asset was placed into service, and capitalize an equal amount as an additional cost of the asset. Each period the liability is accreted using the effective interest rate method. The accretion is included as an operating expense. The cost associated with the asset retirement is included in the computation of depreciation, depletion and amortization.

The Company provides for future asset retirement obligations on its oil properties based on estimates established by the current regulations. The asset retirement obligation is initially measured at fair value and capitalized to oil properties as an asset retirement cost. The asset retirement obligation accretes until the time the asset retirement obligation is expected to settle while the asset retirement cost is amortized over the useful life of the underlying oil properties.

The Company's asset retirement obligations primarily relate to the plugging, dismantlement, removal, site reclamation and similar activities in its oil and gas properties until the end of the exploration and production contracts.

2.15 Income tax

Hupecol is a Limited Liability Company based in Delaware and is not subject to income taxes. Consequently, income taxes have been provided based on the tax laws and rates in effect in the countries in which the Company's operations are conducted and income is earned.

The Colombian Branch records a provision for income taxes using the "liability" method. The provision for the Branch income tax is calculated at the official rate of 33%, by the liability method, on the higher of presumptive income, alternative minimum taxable basis, or taxable income.

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Advance tax payments and recoverable withholding taxes are offset against the estimated income tax liability.

2.16 Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade receivables. The Company places its cash and cash equivalents in large reputable financial institutions. The Company's customer base consists primarily of large oil companies. Management believes the credit quality of its customers is generally high. The Company provides allowances for potential credit losses when necessary.

During the years ended December 31, 2011, approximately 99,9% of the Company revenues were obtained from one customer (Hocol S.A.).

Note 3.  Members' equity

At December 31, 2011, the authorized and issue share capital of the Company was 100 units. The units are identical in all respects.

The sole Member of the Company is GeoPark Llanos S.A.S.

Limitation on liability

The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member and Manager of the Company shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being the Member or Manager.

Note 4.  Cash and cash equivalents

Cash and equivalents at December 31, 2011 were comprised by:

Banks and corporations	4,154
	4,154

Note 5.  Accounts and notes receivable

Accounts and notes receivable at December 31, 2011 were comprised by:

Customers—Hocol S.A.	4,493
Other	16
	4,509

Note 6.  Inventories

Inventories at December 31, 2011 were comprised by:

Crude oil	8,323
	8,323

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Note 7.  Other accounts receivable

Other accounts receivable at December 31, 2011 were comprised by:

Tax refund security(1)	71
Tax balances receivables	3,614
	3,685

(1)    The tax refund security are used exclusively for the payment of VAT generated in Colombia.

Note 8.  Properties, plant, equipment and depreciation

Properties, plant, equipment and depreciation at December 31, 2011 were comprised by:

Buildings	415
Properties, plant and equipment	8,589
Office equipment	67
Computer and communication equipment	69
Pipelines, networks and lines	2,657
	11,797
Accumulated depreciation, depletion and Amortization	(3,877	)
	7,920

Depreciation expense totaled $3,321 for the year ended December 31, 2011.

Note 9.  Oil properties

Amortizable oil investments, net at December 31, 2011 were comprised by:

Oil properties(1)	58,854
Accumulated amortization	(24,423	)
	34,431
Assets retirement cost	3,221
Accumulated amortization for facility abandonment cost	(947	)
	2,274
	36,705

(1)    They include a reduction for $5,662 related to the special deduction on effective investments made on real productive fixed assets equivalent to 30% in 2010 and 40% in 2009 of the investment value.

Amortization expenses totaled $15,166 for the year ended December 31, 2011.

Note 10.  Accounts payable

Accounts payable at December 31, 2011 were comprised by:

Withholding tax	57
Other	11
	68

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Note 11.  Taxes, liens and encumbrances

Taxes, liens and encumbrances at December 31, 2011 were comprised by:

Sales (VAT) tax	1,845
Tax on equity	1,163
	3,008

Tax regulations applicable to the Company?s branch establish the following:

a.

Taxable income is subject to a 33% income tax rate, except for those taxpayers that handle special rates.

b.

The basis to compute the income tax shall not be less than 3% of the taxpayer's net equity on the last day of the immediately preceding year.

c.

Until taxable year 2010, and for those taxpayers having a contract signed at December 31, 2012, the special deduction on effective investments made on real productive fixed assets is equivalent to 30% of the investment value and its use does not result in taxable income for partners or members. Taxpayers acquiring depreciable fixed assets as of January 1, 2007 and using the deduction mentioned herein, may only depreciate such assets by means of the straight-line method and are not entitled to the audit benefit, even when being in compliance with the requirements set forth by tax regulations for such entitlement. Regarding the deduction applied in previous years, if the good over which the benefit applied is not used for the income producing activity or is sold or is written-off before the end of its useful life, it is necessary to include a proportional income for the remaining useful life, upon the sale or retirement. Act 1607 of 2012 derogated the regulation that allowed signing juridical stability contracts as of taxable year 2013.

d.

At December 31, 2011, the Branch showed tax loss carry forwards for $7,842,962 generated in 2010. According to the regulations, tax losses generated as from 2007 may be offset, readjusted for tax purposes, against ordinary income at any time, without prejudice to the year's presumptive income. Tax losses generated by companies may not be transferred to their partners. Tax losses arisen from non-taxable income or occasional gains or from costs and deductions not cause-related to the generation of taxable income, in no case may be offset against the taxpayer's net taxable income.

Maturity of tax losses and excess of presumptive over ordinary income are as follows:

Expiration date	Tax losses
No expiration date		7,842,962
		7,842,962

e.

As from 2004, income taxpayers having performed transactions with foreign related or affiliated parties and/or residents in countries considered as tax havens are obliged to determine, for income tax purposes, their ordinary and extraordinary revenues, costs and deductions, and assets and liabilities considering for these transactions the market prices and profit margins.

f.

Law 1607 of December 2012, reduced to 25% the income tax rate for 2013 and created the "CREE" income tax for equality, the rate of which will be of 9% for 2013, 2014 and 2015, and as of 2016 the

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rate will be 8%. Except for the cases of special deductions, such as offset losses and excesses of presumptive income, benefits that are not applicable to CREE, the tax basis will be the same as the income tax base.

g.

As set-forth by Article 25 of Law 1607 of December 2012, as of July 1, 2013, payroll contributions made by income taxpayers related to employees that individually receive up to ten (10) minimum monthly salaries, will be exempt of this contribution. This exoneration will not be applicable to the taxpayers not subject to the CREE tax.

The Company's income tax returns for taxable years 2011 and 2010 are subject to review and acceptance by tax authorities. The Company's management and its tax advisors believe that the amounts recorded as tax liabilities are enough to cover any liability that may be established regarding those years.

Tax on equity

Act 1370 of 2009 established tax on equity for taxable year 2011, pursuant to which taxpayers which equity exceeds COP5,000 million (aprox. US$2,573,738) should pay a 4.8% tax rate, while for equities between COP3,000 million (aprox. US$ 1,544,243) and COP5,000 million (aprox. US$2,573,738) are subject to a 2.4% rate.

Moreover, Emergency Decree No. 4825 of December 2010 included a new range of taxpayers that will contribute to this tax, at a 1% rate, for equities between COP1,000 million (aprox. US$514,748) and COP2,000 million (aprox. US$1,029,495), and at a 1.4% rate for equities between COP2,000 million (aprox. US$1,029,495) and COP3,000 million (aprox. US$1,544,243). Additionally, 25% surtax is levied on this tax, which is applicable only for taxpayers for the tax on equity under Act 1370 of 2009.

The components of the income tax expense were as follows:

Current	240
Deferred	(588	)
Total	(348	)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

Deferred tax assets
Properties and equipment	9,537
Carry forward losses	2,489
Asset retirement obligations	1,023
Inventory	373
Total long-term tax assets	13,422
Deferred tax liabilities:
Liabilities	(2,593	)
Total long-term deferred tax liabilities	(2,593	)
Deferred tax, net	(10,829	)

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A reconciliation between the statutory tax rates and the actual tax rate is summarized as follows:

Profit before income tax	4,413
Income tax calculated at statutory tax rate	1,456
Non taxable results	(530	)
Foreign exchange	(176	)
Other	(402	)
Income tax	348

Note 12.  Asset retirement obligations

Asset retirement obligations at December 31, 2011 were comprised by:

Balance, at beginning of year	2,013
Revisions(1)	1,208
Balance, at end of year	3,221

(1)    Includes upgrades for estimated cash flow, changes in estimates and new wells.

Note 13.  Operating costs

Operating costs during the year ended December 31, 2011 were comprised by:

Amortization and depreciation	18,467
Royalties	4,968
Consumables	3,935
Operating & Maintenance	2,900
Rental equipment	2,118
Transportation	1,610
Other	1,054
	35,052

Note 14.  General and administrative costs

General and administrative costs during the year ended December 31, 2011 were comprised by:

Fees	1,330
Taxes	1,344
Miscellaneous	687
Rentals	268
Services	260
Travel expenses	105
Legal expenses	87
Maintenance and repairs	79
Contributions and affiliations	41
Insurance policies	46
Depreciation	20
Adaptation and installation	3
Provisions	293
	4,563

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Note 15.  Transportation costs

Transportation costs during the year ended December 31, 2011 were comprised by:

Transportation cost	17,603
	17,603

Note 16.  Exploration costs

Exploration costs during the year ended December 31, 2011 were comprised by:

Exploration of dry holes	13,832
	13,832

The charge corresponds to the write-off of exploration and evaluation assets related to the wells No. 3, No. 11, No. 12, No. 13, No. 14, and No. 16.

Note 17.  Other income, net

Other income, net, during the year ended December 31, 2011, was comprised by:

Income
Other(1)	9,029
	9,029
Expenses
Translation adjustment	(1,315	)
Other	(233	)
	(1,548	)
	7,481

(1)    It corresponds to tax remittances for $5,715 made in 2004, 2005 and 2006, which completed the five-year period established by current regulations. It also includes the recovery of provisions related to the arbitration with Ecopetrol S.A. in the Caracara Association Contract for $3,085, the arbitration finished at June 30, 2011.

Note 18.  New accounting pronouncements not yet applied

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS." This update clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This update is effective for the Company for periods beginning January 1, 2012. The Company's adoption of this standard did not have a material impact on the consolidated financial statements.

In December 2011, the FASB issued ASU No. 2011-11- "Balance Sheet (Topic 210)". This update was issued to enhance disclosures about amounts of financial and derivative instruments recognized in the statement of financial position that are either (i) offset or (ii) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset. The scope of the update includes derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. This update is effective for the Company for annual and interim

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periods beginning January 1, 2013, and is applicable retrospectively. The Company is currently evaluating the impact of this additional disclosure requirement.

Note 19.  Commitments

The Cuerva Block has committed to drill 2 exploratory wells between 2012 and 2013 corresponding to the fourth and fifth exploratory phases. During 2012 and 2013, the commitments were fulfilled.

The Cuerva Block has committed to drill an exploratory well between 2013 and 2014 corresponding to the sixth exploratory phase. During 2013, the commitment was fulfilled.

The Llanos 62 Block (Note 20) has committed to drill 2 exploratory wells before august 2014 corresponding to the first exploratory phases.

Note 20.  Related parties

Accounts payable to related parties at December 31, 2011 were comprised by:

Hupecol Operating Co LLC (group company)	9,301
Hupecol Cuerva Holdings (group company)	8,100
	17,401

The transactions with the related parties during the year ended December 31, 2011 were comprised by:

Hupecol Operating Co LLC

Services(1)	3,454
	3,454

(1)    It corresponds to mandate contract fees.

At December 31, 2011 the Company did not receive revenues from related parties.

Note 21.  Subsequent events

In March 2012, the company was acquired by Geopark Llanos SAS, a company dedicated to the exploration and exploitation of hydrocarbons based in Colombia. Geopark Llanos SAS is an indirect subsidiary of Geopark Holdings Limited, a Bermuda oil and gas company. As a result of this transaction, Geopark Holdings Limited obtained the control over the Company as of the acquisition date.

During 2012, the Company and its branch changed their name to Geopark Cuerva LLC and Geopark Cuerva LLC Sucursal Colombia, respectively.

On October 3, 2012, Hupecol Operating LLC ceded 100% of the interests, rights and obligations in Llanos 62 Block to Geopark Cuerva LLC.

Subsequent events have been evaluated until the date of the issuance of the financial statement, which is July 18, 2013.

Supplemental information on oil activities (Unaudited)

The following information is presented in accordance with ASC No. 932 "Extractive Activities—Oil and Gas", as amended by ASU 2010-03 "Oil and Gas Reserves. Estimation and Disclosures", issued by FASB in January 2010 in order to align the current estimation and disclosure requirements with the requirements

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set in the SEC final rules and interpretations, published on December 31, 2008. This information includes the Company's oil production activities carried out in Colombia.

Table 1—Costs incurred in exploration and development

The following table presents those costs capitalized as well as expensed that were incurred during the year ended as of 31 December 2011. Exploration costs include geological and geophysical costs, costs necessary for retaining undeveloped properties, drilling costs and exploratory well equipment. Development costs include drilling costs and equipment for developmental wells, the construction of facilities for extraction, treatment and storage of hydrocarbons and all necessary costs to maintain facilities for the existing developed reserves.

Amounts in US$ '000	Total
For the year ended 31 December, 2011
Exploration		13,832
Development(1)		21,423
Total costs incurred		35,255

(1)    Includes capitalized amounts related to asset retirement obligations.

Table 2—Capitalized costs relating to oil producing activities

The following table presents the capitalized costs as at 31 December 2011, for proved oil and gas properties and the related accumulated depreciation as of this date.

Amounts in US$ '000	Total
For the year ended 31 December, 2011
Proved properties
Equipment and other facilities		11,797
Oil properties(1)		62,075
Gross capitalised costs		73,872
Accumulated depreciation and amortization(1)		(29,247	)
Total net capitalized costs		44,625

(1)    Includes the amortization related to asset retirement obligations.

At December 31, 2011 the company has not unproved properties or exploratory wells in suspend for more than a year.

Table 3—Results of operations for oil producing activities

The breakdown of results of the operations shown below summarizes revenues and expenses directly associated with oil and gas producing activities for the year ended December 31, 2011. Income tax for the years presented was calculated utilizing the statutory tax rates.

Amounts in US$ '000	Total
For the year ended 31 December, 2011
Net revenue		72,198
Production costs
Operating costs		(11,617	)
Royalties		(4,968	)
Total production costs		(16,585	)
Exploration expenses		(13,832	)
Depreciation and amortization		(18,467	)
Results of operations before income tax expenses		23,314
Income tax expenses		(7,694	)
Results of oil and gas production activities		15,620

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Table 4—Reserve quantity information

Proved reserves represent estimated quantities of oil (including crude oil and condensate), which available geological and engineering data demonstrates with reasonable certainty to be recoverable in the future from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can reasonably be expected to be recovered through existing wells with existing equipment and operating methods. The choice of method or combination of methods employed in the analysis of each reservoir was determined by the stage of development, quality and reliability of basic data, and production history.

The Company believes that its estimates of remaining proved recoverable oil reserve volumes are reasonable and such estimates have been prepared in accordance with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008.

Reserves engineering is a subjective process of estimation of hydrocarbon accumulation, which cannot be accurately measured, and the reserve estimation depends on the quality of available information and the interpretation and judgment of the engineers and geologists. Therefore, the reserves estimations, as well as future production profiles, are often different than the quantities of hydrocarbons which are finally recovered. The accuracy of such estimations depends, in general, on the assumptions on which they are based.

The Company estimated net proved reserves for the properties evaluated as of 31 December 2011, and 2010 are summarised as follows, expressed in thousands of barrels (Mbbl):

	Oil (Mbbl)
Net proved development and undevelopment reserves as of January 1, 2010(1)		2,336
Increase (decrease) attributable to:
Revisions, extensions and discoveries		890
Production		(777	)
Net proved development and undevelopment reserves as of December 31, 2011		2,449
Net proved developed		973
Net proved undeveloped		1,476
Total reserves		2,449

(1)    Includes net proved development reserves for 386 Mbbl and net proved undeveloped for 1,950 Mbbl.

Table 5—Standardized measure of discounted future net cash flows related to proved oil reserves

The following table discloses estimated future net cash flows from future production of proved developed and undeveloped reserves of crude oil, As prescribed by SEC Modernization of Oil and Gas Reporting rules and ASC 932 of the FASB Accounting Standards Codification (ASC) relating to Extractive Activities—Oil and Gas (formerly SFAS no. 69 Disclosures about Oil and Gas Producing Activities), such future net cash flows were estimated using the average first day- of-the-month price during the 12-month period for 2011 and using a 10% annual discount factor. Future development and abandonment costs include estimated drilling costs, development and exploitation installations and abandonment costs. These future development costs were estimated based on evaluations made by the Company. The future income tax was calculated by applying the statutory tax rates.

This standardized measure is not intended to be and should not be interpreted as an estimate of the market value of the Company's reserves. The purpose of this information is to give standardized data to help the users of the financial statements to compare different companies and make certain projections. It

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is important to point out that this information does not include, among other items, the effect of future changes in prices, costs and tax rates, which past experience indicates that are likely to occur, as well as the effect of future cash flows from reserves which have not yet been classified as proved reserves, of a discount factor more representative of the value of money over the lapse of time and of the risks inherent to the production of oil and gas. These future changes may have a significant impact on the future net cash flows disclosed below. For all these reasons, this information does not necessarily indicate the perception the Company has on the discounted future net cash flows derived from the reserves of hydrocarbons.

Amounts in US$ '000	At 31 December 2011
Future cash inflows		208,408
Future production and development costs		(133,468	)
Future income tax expenses		(29,407	)
Undiscounted future net cash flows		45,533
10% annual discount		(5,964	)
Standardized measure of discounted future net cash flows		39,569

Changes in the standardized measure of discounted future net cash flows from proved reserves

Amounts in US$ '000	Total
Present value at December 31, 2010		6,435
Sales of hydrocarbon, net of production cost		(13,566	)
Net changes in sales price and production cost		37,541
Change in estimated future development cost net of development cost incurred		1,810
Extensions, discoveries less related cost, net of revisions		36,971
Net changes in income tax		(24,625	)
Accretion of discount		(4,994	)
Other changes		(3	)
Present value at December 31, 2011		39,569

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Unaudited financial statements

Rio das Contas Produtora de Petróleo Ltda.

June 30, 2013

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Rio das Contas Produtora de Petróleo Ltda.
Unaudited financial statements
June 30, 2013

Contents

Unaudited financial statements
Income statements	F-224
Balance sheets	F-226
Statements of changes in equity	F-227
Cash flow statements	F-228
Statements of comprehensive income	F-225
Notes to financial statements	F-229

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Rio das Contas Produtora de Petróleo Ltda.
Income statements
Six month period ended June 30, 2013

(In thousands of dollars)	Note		06/30/2013			06/30/2012
			(Unaudited)			(Unaudited)
Sales revenue, net		4		24,616			25,525
Cost of products sold		5		(9,944	)		(8,886	)
Gross profit				14,672			16,639
Operating expenses
General and administrative expenses		6		(1,044	)		(1,869	)
Operating profit				13,628			14,770
Financial income (expenses)
Interest expense		7		(177	)		(211	)
Interest income		7		687			887
Foreign exchange and monetary variations, net		7		(252	)		(342	)
Profit before income taxes				13,886			15,104
Income taxes
Current		13		(1,926	)		(1,838	)
Deferred		13		(919	)		(2,767	)
Total income taxes				(2,845	)		(4,605	)
Profit for the period				11,041			10,499

See accompanying notes.

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Rio das Contas Produtora de Petróleo Ltda.
Statements of comprehensive income
Six month period ended June 30, 2013

(In thousands of dollars)	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Profit for the period		11,041			10,499
Exchange differences on translation to presentational currency		(6,835	)		(7,674	)
Total comprehensive income for the period		4,206			2,825

See accompanying note

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Rio das Contas Produtora de Petróleo Ltda.
Balance sheets
June 30, 2013

(In thousands of dollars)	Note		06/30/2013			12/31/2012
			(Unaudited)
Assets
Non-current assets
Property and equipment		8		65,997			74,054
Other Financial Assets				2,361			2,632
Total non-current assets				68,358			76.686
Current assets
Cash and cash equivalents		9		11,131			9,613
Accounts receivable		10		10,539			10,347
Taxes recoverable		11		474			120
Other receivables				49			162
Total current assets				22,193			20,242
Total assets				90,551			96,928
Equity and liabilities
Equity
Share capital		12		64,865			64,865
Tax incentives reserve				13,863			10,865
Deemed cost reserve				6,992			7,581
Retained profits reserve				6,289			7,483
Exchange reserve				(11,497	)		(4,662	)
Total equity				80,512			86,132
Non-current liabilities
Deferred income and social contribution taxes		13		4,335			3,802
Provision for abandonment		14		2,150			2,823
Total non-current liabilities				6,485			6,625
Current liabilities
Taxes payable		11		1,910			2,299
Accounts payable				455			675
Other accounts payable				1,189			1,197
Total current liabilities				3,554			4,171
Total liabilities				10,039			10,796
Total liabilities and equity				90,551			96,928

See accompanying notes.

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Rio das Contas Produtora de Petróleo Ltda.
Statements of changes in equity
Six month period ended June 30, 2013

(In thousands of dollars)	Share capital		Tax incentives		Retained profits reserve			Deemed cost reserve			Exchange reserve			Retained earnings (accumulated losses)			Total
Balances at December 31, 2011		64,865		6,032		11,489			8,977			4,759			—			96,122
Profit for the period		—		—		—			—			—			10,499			10,499
Transfer of tax incentives		—		2,482		—			—			—			(2,482	)		—
Realization of deemed cost		—		—		—			(672	)		—			672			—
Retained profits reserve		—		—		8,688			—			—			(8,648	)		—
Exchange reserve		—		—		—			—			(7,674	)					(7.674	)
Balances at June 30, 2012 (Unaudited)		64,865		8,514		20,177			8,305			(2,915	)		—			98,947
Capital increase		—		—		—			—			—			—			—
Profit for the period		—		—		—			—			—			12,735			12,735
Dividends		—		—		(23,803	)		—			—			—			(23,803	)
Transfer of tax incentives		—		2,351		—			—			—			(2,351	)		—
Realization of deemed cost		—		—		—			(724	)		—			724			—
Retained profits reserve		—		—		11,109			—			—			(11,109	)		—
Exchange reserve		—		—		—			—			(1,747	)		—			(1,747	)
Balances at December 31, 2012		64,865		10,865		7,483			7,581			(4,662	)		—			86,132
Profit for the period		—		—		—			—			—			11,041			11,041
Dividends		—		—		(9,826	)		—			—			—			(9,826	)
Transfer of tax incentives		—		2,998		—			—			—			(2,998	)		—
Realization of deemed cost		—		—		—			(589	)		—			589			—
Retained profits reserve		—		—		8,632			—			—			(8,632	)		—
Exchange reserve		—		—		—			—			(6,835	)		—			(6,835	)
Balances at June 31, 2013 (Unaudited)		64,865		13,863		6,289			6,992			(11,497	)		—			80,512

See accompanying notes.

F-227

Rio das Contas Produtora de Petróleo Ltda.
Cash flow statements
Six month period ended June 30, 2013.

(In thousands of dollars)	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Profit for the period		11,041			10,499
Depreciation		3,549			3,667
Deferred income and social contribution taxes		919			2,767
Financial charges and foreign exchange variation on loans and financing		—			58
Changes in assets and liabilities
(Increase) decrease in assets
Accounts receivable		(192	)		(2,247	)
Taxes recoverable		(354	)		(1,183	)
Other assets		113			(55	)
Increase (decrease) in liabilities
Accounts payable		(220	)		(636	)
Taxes payable		(389	)		1,394
Intercompany		—			(3,272	)
Other liabilities		(2,369	)		(1,039	)
Net cash provided by operating activities		12,098			9,953
Cash flows from investing activities
Acquisition of property and equipment		(1,025	)		(540	)
Restricted short-term investments		271			(514	)
Net cash used in investing activities		(754	)		(1,054	)
Cash flows from financing activities
Repayment of loans and financing		—			(8,426	)
Dividends paid		(9,826	)		—
Net cash used in financing activities		(9,826	)		(8,426	)
Net increase in cash and cash equivalents		1,518			473
Cash and cash equivalents at beginning of period		9,613			16,890
Cash and cash equivalents at end of period		11,131			17,363

See accompanying notes.

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Rio das Contas Produtora de Petróleo Ltda.
Notes to financial statements
Six month period ended June 30, 2013.
(In thousands of dollars)

1.     Operations

Rio das Contas Produtora de Petróleo Ltda. ("Rio das Contas" or "Company"), with place of business at Praia de Botafogo 228, Rio de Janeiro, is engaged in the exploration, development and production of crude oil and natural gas in BCAM-40 block, located in the Camamu-Almada basin.

On January 23, 2006, the units of interest comprising the Company's capital were acquired by Norse Energy do Brasil Ltda. (current Panoro Energy do Brasil S.A.—"Panoro Brasil") and by Coplex Petróleo do Brasil Ltda. ("Coplex") at the ratio of 57% and 43%, respectively. Norse Brasil and Coplex, privately-held companies headquartered in Rio de Janeiro, were direct and indirect subsidiaries of Norse Energy Corp. A.S.A., a publicly-held company headquartered in Oslo, Norway.

On June 7, 2010, Norse Energy Corp. ASA concluded its spin-off process in which the companies related to operations held in Brazil were transferred to Panoro Energy ASA, a company established on April 28, 2010 through the merger of New Brazil Holding ASA and Pan-Petroleum Holdings Limited (PPHCL). Panoro Energy ASA was listed in the Oslo Stock Exchange, Norway on June 8, 2010.

On September 30, 2011, Coplex was merged into Panoro Energy do Brasil S.A., which became holder of 100% of Rio das Contas' units of interest. At December 31, 2011, Panoro Energy do Brasil transferred one unit of interest in the amount of US$0.01 to Pan-Petroleum Holding BV.

The Manati field started its commercial operations on January 15, 2007. The field produces condensed and natural gas through six producing wells, which flow to a gas treatment station (Estação Geólogo Vandemir Ferreira) through a gas pipeline. The exploration license of BCAM-40 Block was relinquished back to Brazil's National Petroleum Agency (ANP) in September 2009. In addition to the Manati field, the Company is the owner of Camarão Norte field, now under development, which is also within BCAM-40 block.

The Company currently has concession rights of exploration and production of crude oil and natural gas in the blocks as follows:

Phase	Basin	Block/Camp	Interest	%
Under development	Camamu-Almada	Camarão Norte	Petrobras (operator)		35
			Manati		45
			Rio das Contas		10
			Brasoil		10
Production	Camamu-Almada	Manati	Petrobras (operator)		35
			Manati		45
			Rio das Contas		10
			Brasoil		10

In accordance with the terms provided for in the concession agreements, should commercially exploitable oil be discovered, the Company shall be given the right to explore, develop and produce, for a 27- year

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period, crude oil and natural gas in any commercial fields enclosed within the limits of these blocks. There are no price restrictions for the sale of products arising from the exploration of these areas.

Rio das Contas sales agreement

On May 14, 2013 Panoro Energy do Brazil Ltda entered into a purchase and sale of its subsidiary Rio das Contas Produtora de Petróleo Ltda (Rio das Contas) to GeoPark Brazil Ltda (Geopark) for a total of $140 million. The transaction includes the sale of all shares of Rio das Contas for GeoPark, which is a wholly owned subsidiary of Independent oil and gas, GeoPark Holdings Ltd. The consideration of the purchase of shares in Rio das Contas consists of an initial payment of USD 140 million, adjusted for working capital to be determined between the parties with reference date of April 30, 2013 to be paid in cash at closing. In addition, a contingent earn-out will be paid in cash during the period of 5 years from 1 January 2013 to 31 December 2017. The annual payments earn-out will be equal to 45% of annual net cash flow in excess of $25 million. The total earn-out is limited to $20 million. The closing of the transaction, among other conditions, must be approved by the Brazilian regulator ANP.

2.     Basis of presentation of financial statements

2.1. Financial statements

The financial statements of Rio das Contas Produtora de Petróleo Ltda. are the responsibility of management and were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The accounting policies are the same as those on the Company`s annual financial statements as at 31 December 2012.

Issuance of the financial statements for the six month period ended June 30, 2013 was authorized at the Executive Board meeting held on August 21, 2013.

3.     Summary of significant accounting practices

3.1. Functional and reporting currency

The functional currency of the company is the Brazilian real, the currency of the country in which the Company is incorporated and operates. Transactions in foreign currency are translated to the functional currency at the exchange rate in effect on the date of each transaction. On the reporting dates, monetary assets and liabilities in foreign currency are translated to the functional currency at the closing exchange rate and the exchange variation gains and losses are recognized in the Income Statement. Non-monetary assets and liabilities acquired or contracted in foreign currency are translated as of the reporting dates based on the exchange rates in effect on the transaction dates and thus do not generate exchange variations.

The translation of Brazilian real amounts into the U.S. dollar presentational currency is for convenience only and has been made as follows:

Assets and liabilities are translated at the exchange rate as of the balance sheet date (R$2.2156 to US$1.00 as of June 30, 2013, and R$2.0435 to US$1.00 as of December 31, 2012). The equity accounts are translated by the historical rates. Income and expenses are translated at the average rate on a monthly basis. Gain or loss on translation is presented as a separate component of equity as an "Exchange reserve". Such translations should not be construed as representations that the Brazilian real amounts could be converted into U.S. dollars at the above or any other rate.

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3.2. Recognition of assets and liabilities

An asset is recognized in the balance sheet when it is probable that future economic benefits will be generated on behalf of the Company and when its cost or value can be reliably measured.

A liability is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of funds will be required to settle it. Provisions are recorded reflecting the best estimates of the risk involved.

Assets and liabilities are classified as current when their realization or settlement is likable to occur within the subsequent twelve months. Otherwise, they are stated as non-current.

3.3. Cash and cash equivalents

Cash equivalents are held by the Company in order to meet short-term cash obligations, rather than for investment or other purposes. Cash and cash equivalents include cash and bank deposits, which are readily convertible to a known amount of cash and are subject to a insignificant risk of change in value.

3.4. Accounts receivable—Petrobras

These are stated at fair value. There is no allowance for doubtful accounts. Petrobras is the Company's sole client.

3.5. Property and equipment

Property and equipment in use are stated at acquisition, buildup or construction cost, valued at average acquisition cost, less accumulated depreciation.

Expenses with exploration, evaluation and development of production are accounted for through the successful efforts method of accounting.

Costs incurred prior to obtaining concessions and spending on geological and geophysical studies and surveys are recorded under the P&L.

Expenses with exploration and evaluation directly associated to the exploratory well are capitalized as expenses with exploration, until the drilling is completed and results thereto evaluated. These costs include costs with employee remuneration, material and fuel utilization, costs incurred with the rent of drilling rigs and other costs incurred with third parties.

In case commercially viable reserves are not discovered, the exploration well are written-off to P&L. When reserves are discovered, the cost is still recorded under assets upon the conclusion of additional analyses regarding the commerciality of hydrocarbon reserves, which may include drilling other wells.

Exploration assets are subject to technical, commercial and financial reviews at least on an annual basis to confirm management's intention to develop and produce hydrocarbons in the area. In case the aforesaid intention is not confirmed, these costs will be written-off to P&L. When reserves are identified and proved commercially viable and the development is authorized, exploratory expenses are transferred to "oil and gas assets".

In the development phase, expenditure on the construction, installation or completion of infrastructure facilities (such as platform, pipelines and drilling of development wells, including delimitating wells or unsuccessful development wells) are capitalized within "oil and gas assets".

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Oil and gas assets are depreciated by the unit-of-production method, based on the ratio of oil and gas production of each field and the corresponding proven and developed reserves.

3.6. Provision for abandonment

The filed operator-member is responsible for the dismantling of production areas The methodology for calculating the ARO provision consists of estimating as of the reporting date how much the operator would have to disburse if it abandoned the area at that moment. The estimated amount is corrected by the inflation rate through to the date scheduled for abandonment and subsequently discounted to present value.

The Company's responsibility on the abandonment and dismantling of areas is limited to the provision and payment of amounts established thereto by the operator, in accordance with the interest percentage in the consortium. The amount is recorded under property and equipment against noncurrent liabilities (provision for abandonment) and is amortized by using the unit-of-production method in relation to proven and developed reserves, the amortization being an integral part of inventory costs. The provision is increased by the effect of the discount rate, against financial income.

3.7. Impairment of assets

Property and equipment, and other noncurrent and intangible assets are reviewed annually to identify evidence that may indicate impairment, or whenever events or changes in circumstances indicate that the book value may not be recoverable. Where applicable, the recoverable amount is calculated to check for impairment loss. When impairment evidence is found, it is recognized at the amount corresponding to the book value of assets exceeding its recoverable value, which is the higher of the fair value less cost to sell and the value in use of an asset. For evaluation purposes, assets are grouped at their lowest levels for which there are separately identifiable cash flows.

3.8. Loans

Loans are adjusted based on monetary variations and include interest incurred up to the balance sheet date, based on the contractual terms.

3.9. Provision for legal disputes

A provision for contingencies is set up for legal disputes, in which the outflow of funds is considered probable and a reasonable estimate is possible. The loss probability assessment includes the evaluation of available evidence, the hierarchy of laws, available case law, the most recent court rulings and their relevance to the legal system, as well as the assessment of the external advisors. The provisions are reviewed and adjusted in order to comply with changes made to the applicable statutes of limitation, tax audit conclusions or supplementary issues identified based on new subject matters or court decisions. At June 30, 2013 and December 31, 2012, the Company, based on the opinion of its external legal advisors, did not present any provision, due to the inexistence of actions with probable loss.

3.10. Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements in accordance with accounting practices adopted in Brazil requires management to use professional judgment and estimates, and adopt assumptions that affect

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the amounts presented in revenues, expenses, assets and liabilities reported on the financial statements and corresponding notes.

Significant items subject to these estimates and assumptions include the economic useful life and the net book value of property and equipment and intangible assets, provision for contingencies, recoverability of assets and fair value of financial instruments. The use of estimates and judgments is complex and considers various assumptions and future projections and, therefore, the settlement of transactions may result in amounts different from those estimated. The Company reviews its estimates and assumptions on a three-month period or an annual basis.

3.11. Financial instruments

Financial instruments are only recognized as from the date on which the Company becomes a party to the contractual provisions of such financial instruments.

When recognized, they are initially recorded at fair value plus transaction costs directly attributable to the acquisition or issue, except for financial assets and liabilities classified at fair value through profit or loss, where such costs are directly recorded in the income (loss) for the year. The subsequent measure is held on each reporting date, according to the guidelines for each financial assets and liabilities classification.

3.12. Taxation

Taxation on sales and services

Revenues from sales and services are subject to the following taxes and contributions, at the following statutory tax rates:

•

Contribution Tax on Gross Revenue for Social Integration Program (PIS) 0.65%;

•

Contribution Tax on Gross Revenue for Social Security Financing (COFINS) 7,65%;

•

State VAT (ICMS) 7% to 19%;

•

Royalties 7,5%

These charges are presented as sales deductions in the income statement.

Tax credits arising out of non-cumulative taxation of PIS/COFINS are recorded as a deduction from operating revenues and expenses in the income statement. Tax debts arising out of financial income and credits arising out of financial expenses are recorded as a deduction from said accounts in the income statement.

Current income and social contribution taxes

Taxation on profit comprises both income and social contribution taxes. Income tax is computed at a 15% rate, plus a surtax of 10% on taxable profit exceeding R$240 thousands over 12 months, whereas social contribution tax is computed at a rate of 9% on taxable profit, both recognized on an accrual basis; therefore, additions to book income deriving from temporarily non-deductible expenses or exclusions from temporarily non-taxable revenues upon determination of current taxable profit generate deferred tax assets or liabilities. Prepaid or recoverable amounts are stated in current or noncurrent assets, based on their estimated realization.

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Deferred income and social contribution taxes

Deferred income and social contribution taxes reflect income and social contribution tax losses and temporary differences between the assets and liabilities balances and tax bases, net of valuation allowance. These temporary differences will be used to reduce future tax profits. The Company annually reviews the balance of deferred income and social contribution tax assets in relation to taxable profit projection to maintain such assets by the expected realization value.

Tax incentives

The Company is entitled to the reduction of 75% of the Income tax (Superintendency for the Development of the Northeast "SUDENE"—Tax incentive), calculated based on the profit from exploration and is conditioned to the installation infrastructure development in the area within SUDENE. The Company shall take advantage of the aforesaid benefit up to calendar year 2017. In accordance with Laws No. 11638/07 and No. 11941/09, the amount corresponding to the incentive of SUDENE calculated as from the effectiveness of the Law ("transition date") is accounted for in the P&L as the economic benefit flows to the Company and in the subsequent year is allocated to profit reserve of tax incentives referring to article 195A of Law No. 6406/76, according to guideline of Law No. 11941/09. The balance of this incentive may be used for capital increase purposes only.

3.13. Revenue recognition

Revenue is recognized to the extent economic benefits are likely to be generated for the Company and when such amount can be reliably measured. Revenue is measured based on fair value of the consideration received, net of discounts, rebates and taxes or charges incurred on sales.

3.14. Cash flow statements

Cash flow statements were prepared and are presented in accordance with the IAS 7—Statement of Cash Flow.

3.15. Accounting pronouncements issued by the IASB

IFRS pronouncements which are not effective at June 30, 2013

We list below standards issued that had not yet become effective as of the date of issue of Company's financial statements: This list of standards and interpretations issued includes those that the Company reasonably expects to have an impact on disclosures, financial position, or performance upon application thereof in the future. The Company intends to adopt such standards when they become effective.

•

IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)—These amendments explain the meaning of "currently have a legally enforceable right of set-off". The amendments also explain the adoption of the offset criteria of IAS 32 for the settlement systems (such as the clearing house systems), which apply gross mechanisms of settlement that are not simultaneous. These amendments shall not have an impact on the Company's financial position, performance or disclosures effective for annual periods beginning on or after January 1, 2014.

F-234

4.    Net revenue

	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Gross revenue		31,979			33,100
PIS		(513	)		(531	)
COFINS		(2,361	)		(2,447	)
ICMS		(3,582	)		(3,697	)
Contractual rebates—discounts		(907	)		(900	)
Total deductions		(7,363	)		(7,575	)
Net revenue		24,616			25,525

5.     Cost of products sold

	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Extraction cost		(4,492	)		(3,239	)
Royalties and special interests		(1,935	)		(2,021	)
Amortization and depreciation		(3,517	)		(3,626	)
Total		(9,944	)		(8,886	)

6.     General and administrative expenses

	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Personnel		(700	)		(1,304	)
Selling expenses		—			(20	)
Third-party services		(76	)		(208	)
Tax expenses		(48	)		(19	)
Other expenses		(220	)		(318	)
Total		(1,044	)		(1,869	)

F-235

7.     Financial income (expenses)

	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Financial income
Interest income		687			887
Total		687			887
Financial expenses
Interest on loans		—			(58	)
Interest on provision for asset retirement obligation		(157	)		(151	)
Other		(20	)		(2	)
Total		(177	)		(211	)
Monetary and foreign exchange variations
Monetary and foreign exchange gains		77			1,780
Monetary and foreign exchange losses		(329	)		(2,122	)
Total		(252	)		(342	)
Financial income (expenses), net		258			334

F-236

8.     Property and equipment

Changes in the property and equipment are described as below:

	Oil and gas assets
	Manati			BCAM 40			Camarão Norte			Other			Total
Cost
Balance at December 31, 2011		120,206			1,263			3,976			579			126,024
(+) Additions		429									111			540
Exchange differences		(8,698	)		(91	)		(286	)		(54	)		(9,129	)
Balance at June 30, 2012 (Unaudited)		111,937			1,172			3,690			636			117,435
(+) Additions		650			—			—			12			662
(-) Impairment		—			(1,211	)		—			—			(1,211	)
Exchange differences		(1,214	)		39			(40	)		1			(1,214	)
Balance at December 31, 2012		111,373			—			3,650			649			115,672
(+) Additions		1,008			—			13			4			1,025
Exchange differences		(8,733	)		—			(284	)		(51	)		(9,068	)
Balance at June 30, 2013 (Unaudited)		103,648			—			3,379			602			107,629
Depreciation
Balance at December 31, 2011		(37,339	)		—			—			(237	)		(37,576	)
(-) Depreciation for the period		(3,626	)								(41	)		(3,667	)
Exchange differences		2,956									20			2,976
Balance at June 30, 2012 (Unaudited)		(38,009	)		—			—			(258	)		(38,267	)
(-) Depreciation for the period		(3,748	)								(34	)		(3,782	)
Exchange differences		428									3			431
Balance at December 31, 2012		(41,329	)		—			—			(289	)		(41,618	)
(-) Depreciation for the period		(3,517	)		—			—			(32	)		(3,549	)
Exchange differences		3,508			—			—			27			3,535
Balance at June 30, 2013 (Unaudited)		(41,338	)		—			—			(294	)		(41,632	)
Net book
Balance at June 30, 2013		62,310			—			3,379			308			65,997
Balance at December 31, 2012		70,043			—			3,650			361			74,054
Average annual depreciation rate (in %)		6	%		0	%		0	%		11	%		6	%

According to Technical Pronouncement IAS 36, "Impairment of Assets", property and equipment items indicating that their recorded costs are higher than their impairment value (fair value) are reviewed to determine the necessity of provision to reduce their book value to realization value. Management conducted an annual analysis of the corresponding operating and financial performance of its assets and did not identify changes of circumstances or evidence of technological obsolescence.

F-237

9.     Cash and cash equivalents

	06/30/2013		12/31/2012
	(Unaudited)
Cash and Banks		212		179
Short-term investments		10,919		9,434
		11,131		9,613

10.   Accounts receivable

Total production referring to Manati block for the year 2013 and 2012 was sold to Petrobras. Outstanding balance at June 30, 2013 totals US$10,539 (US$10,347 at December 31, 2012).

11.   Taxes recoverable and payable

	06/30/2013		12/31/2012
	(Unaudited)
Taxes recoverable
Corporate Income Tax (IRPJ) and Social Contribution Tax on Net Profit (CSLL) Recoverable		362		39
State value-added tax (ICMS) on property and equipment recoverable		67		81
Other		45		—
Total		474		120

	06/30/2013		12/31/2012
	(Unaudited)
Taxes payable
Social charges on payroll		170		248
Royalties on production		337		340
PIS/COFINS payable		493		495
Provision for IRPJ and CSLL		196		328
ICMS payable		613		610
Other		101		278
Total		1,910		2,299

The balance of ICMS recoverable arises from the entry of items designated to permanent assets and has been settled in 48 months with the ICMS payable on gas sale. Other taxes and contributions will be offset with obligations payable of the same nature.

F-238

12.   Equity

12.1. Capital

At June 30, 2013, the Company's capital comprises 12,674,025,798 units of interest, distributed as follows

	06/30/2013
	Units of interest		Amount
Panoro Energy do Brasil Ltda.		12,674,025,797		64,865
Pan-Petroleum Holding BV		1		—
		12,674,025,798		64,865

12.2. Tax incentive reserve

As provided for in Law No. 11941/09, with reference to article 195A of Law 6406/76, the management of the subsidiary Rio das Contas Produtora de Petróleo Ltda. allocated to tax incentive reserve the amount inherent to tax incentive credits stated as income tax (income statement).

12.3. Deemed cost

In 2010, the Company determined the deemed cost of its property and equipment in conformity with Technical Pronouncement IFRS 1—First time adoption of international financial standards. At June 30, 2013, the deemed cost amount, net of tax effects, is US$6,992 (US$7,581 in 2012). In 2013, the amount of US$589 from that total was realized, net of the respective tax effects.

12.4. Dividend policy

The Articles of Organization do not confer mandatory minimum dividends to members. In May 17 2013 a dividend distribution of US$9,826 was approved.

13.   Income taxes

a) Income taxes—current and deferred

Current and deferred income taxes are as follows:

	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Current income tax		(624	)		(692	)
Current social contribution tax		(1,302	)		(1,146	)
Total current income and social contribution taxes liability		(1,926	)		(1,838	)
Deferred income tax		(676	)		(2,034	)
Deferred social contribution tax		(243	)		(733	)
Total deferred income and social contribution taxes asset		(919	)		(2,767	)
Total tax expense for the period		(2,845	)		(4,605	)

F-239

Reconciliation of income and social contribution accounting taxes and the amount established by the effective rate for 2013 and 2012 are as follows

	06/30/2013			06/30/2012
	(Unaudited)			(Unaudited)
Income before income taxes		13,886			15,104
Statutory rate		34	%		34	%
Income taxes at statutory rate		(4,721	)		(5,135	)
Nondeductible expenses		—			(17	)
Other		33			17
Profit from tax incentive activities		2,998			2,482
Other		(1,155	)		(1,952	)
Effective rate of 20% (30% in 2012)		(2,845	)		(4,605	)
Current income tax		(1,926	)		(1,838	)
Deferred income tax		(919	)		(2,767	)

Income and social contribution taxes calculated and paid by the Company, in addition to the corresponding income tax return and accounting records are subject to the examination by tax authorities for variable statutes of limitation; after the respective periods are barred by statute, these are no longer subject to the review of authorities.

b) Deferred income and social contribution tax assets and liabilities

	06/30/2013			12/31/2012
	(Unaudited)
Exchange variation		28			355
Provision for abandonment of fields		258			1,181
Deemed cost—Manati		(4,467	)		(5,145	)
Other temporary provisions		(154	)		(193	)
Net deferred income and social contribution tax liability		(4,335	)		(3,802	)

The Company, based on the expected generation of future taxable profit, determined by means of a technical study approved by the management, recognized tax credits on income and social contribution tax losses and temporary differences. Management reviews the book value of deferred tax assets annually to keep such asset at the estimated realization amount.

Income and social contribution tax losses are not subject to statutes of limitation, however; the Company's offset amount is limited to up to 30% of each year's taxable profit.

14.   Provision for abandonment

	06/30/2013		12/31/2012
	(Unaudited)
Provision for abandonment		2,150		2,823
		2,150		2,823

F-240

Changes in provision for abandonment for the respective years:

	06/30/2013			12/31/2012
	(Unaudited)
Opening balance		2,823			2,520
Interest		157			303
Settlement		(830	)		—
Closing balance		2,150			2,823

15.   Financial instruments

In the normal course of its operations, the Company is exposed to market risks such as interest rates and credit risk. These risks are monitored by management by using management and policy tools that are defined for each specific case. The Company did not have outstanding derivative financial instruments at June 30, 2013 and 2012.

Key company risk factors

a) Operational risks

Natural gas price is impacted by supply and demand issues. Factors influencing supply and demand include operational issues, natural disasters, climate changes, political instability, conflicts, economic conditions and decision taken by petroleum exporting countries. Price fluctuations may significantly impact the Company's income and financial position. Additionally, the Company may have less influence and control on the behavior, performance, and cost of operations than it would have, if it were the operator.

The entire production of Manati field is sold to Petrobras through a long a long-term Gas Supply Contract. The price of the gas under this contract is indexed to IGPM (General Index of Market Prices) adjusted on a yearly basis..

b) Currency risk

The Company has obligations indexed to US dollars, principally due to intercompany loans and financing, for which there are no hedge instruments aiming to protect against unexpected fluctuations, if any.

During the six month period ended June 30, 2013, the Brazilian Real weakened by 8,53% (weakened by 9,38% in 2012). If the Brazilian Real had weakened by an additional 5% against the US Dollar, with all other variables held constant, the current debt of the company would have been higher by US$156 (US$190 in 2012).

c) Credit risk

This financial instrument specially refers to cash and cash equivalents and the Company's accounts receivable. All Company's operations are conducted with banks that are known for their liquidity, thereby minimizing risks thereto. Accounts receivable are principally concentrated in Petrobras, a good standing and sound company, thereby management does not expect to face difficulties regarding the realization of credits receivable.

F-241

16.   Insurance coverage

At June 30, 2013 and December 31, 2012, the Company has insurance coverage for its facilities and equipment with the following coverage:

Risk
Operational risks—Gas stations	USD 16,000
Petroleum risks—Gas station	USD 28,700
Petroleum risks—Additional expenses from Operator	USD 100,000
Petroleum risks—Additional expenses from Operator	USD 33,000

F-242

Financial statements

Rio das Contas Produtora de Petróleo Ltda.

December 31, 2012 and 2011
With independent auditor's report

F-243

Rio das Contas Produtora de Petróleo Ltda.
Audited financial statements
December 31, 2012 and 2011

Contents

Independent auditor's report on financial statements	F-245
Audited financial statements
Income statements	F-247
Statements of comprehensive income	F-248
Balance sheets	F-249
Statements of changes in equity	F-250
Cash flow statements	F-251
Notes to financial statements	F-252

F-244

Independent auditor's report on financial statements

The Management and Members
Rio das Contas Produtora de Petróleo Ltda.
Rio de Janeiro—RJ

We have audited the accompanying financial statements of Rio das Contas Produtora de Petróleo Ltda. ("Company"), which comprise the balance sheets as of December 31, 2012 and 2011 and the related income statements, statements of comprehensive income, changes in stockholders' equity and cash flows for the years then ended, and the related notes to the financial statements.

Management's responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rio das Contas Produtora de Petróleo Ltda. at December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

F-245

Emphasis of a matter

Restatement of prior year corresponding figures

As discussed in Note 2.2, to the financial statements due to correction of error in provision for abandonment balances as well as reclassifications in the cash flow statement adopted by the Company in 2012, the prior year corresponding figures, presented for comparative purposes, were adjusted and are restated as required by IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors). Our opinion is not modified with respect to this matter.

Rio de Janeiro, July 2, 2013

/s/ ERNST & YOUNG TERCO

ERNST & YOUNG TERCO
Auditores Independentes S.S.
CRC-2SP 015.199/O-6-F-RJ

/s/ Roberto Cesar Andrade dos Santos
Accountant CRC-1RJ 093.771/O-9

F-246

Rio das Contas Produtora de Petróleo Ltda.
Income statements
Years ended December 31, 2012 and 2011

(In thousands of dollars)	Note		12/31/2012			12/31/2011
Sales revenue, net		4		51,094			38,157
Cost of products sold		5		(18,167	)		(15,563	)
Gross profit				32,927			22,594
Operating expenses
General and administrative expenses		6		(4,075	)		(4,504	)
Provision for impairment loss on property and equipment		9		(1,211	)		(1,162	)
Other operating income				2,107			—
Operating profit				29,748			16,928
Financial income (expenses)
Financial expenses		7		(72	)		(693	)
Financial income		7		1,631			1,043
Foreign exchange and monetary variations, net		7		(504	)		(2,557	)
Profit before taxes				30,803			14,721
Income taxes
Current		8		(3,089	)		(2,311	)
Deferred		8		(4,480	)		876
Total income taxes				(7,569	)		(1,435	)
Profit for the year				23,234			13,286

F-247

Rio das Contas Produtora de Petróleo Ltda.
Statements of comprehensive income
Years ended December 31, 2012 and 2011

(In thousands of dollars)	2012			2011
Profit for the year		23,234			13,286
Exchange reserve		(9,421	)		(11,079	)
Other components of comprehensive income		—			—
Total comprehensive income for the year		13,813			2,207

See accompanying note

F-248

Rio das Contas Produtora de Petróleo Ltda.
Balance sheets
December 31, 2012 and 2011

(In thousands of dollars)	Note		12/31/2012			12/31/2011		12/31/2010
						(Restated)		(Restated)
Assets
Noncurrent assets
Deferred income taxes		8		—			369		—
Taxes recoverable				—			—		49
Property and equipment		9		74,054			88,448		106,237
Other Financial Assets				2,632			1,348		540
Total noncurrent assets				76,686			90,165		106,826
Current assets
Cash and cash equivalents		10		9,613			16,890		8,158
Accounts receivable—Petrobras		11		10,347			8,741		11,133
Taxes recoverable		12		120			164		2,986
Other receivables				162			70		487
Total current assets				20,242			25,865		22,764
Total assets				96,928			116,030		129,590
Equity		13
Share capital				64,865			64,865		58,057
Tax incentive reserve				10,865			6,032		3,255
Deemed cost reserve				7,581			8,977		9,957
Retained profits reserve				7,483			11,489		—
Exchange reserve				(4,662	)		4,759		15,837
Total equity				86,132			96,122		87,107
Non-current liabilities
Taxes payable				—			—		1,573
Deferred income taxes		8		3,802					578
Intercompany loans		14		—			8,368		—
Provision for abandonment		15		2,823			2,520		2,250
Total noncurrent liabilities				6,625			10,888		4,403
Current liabilities
Intercompany loans		14		—			—		13,862
Taxes payable		12		2,299			2,036		1,876
Accounts payable				675			2,842		3,673
Related parties				—			3,272		7,684
Dividends payable				—			—		10,803
Other accounts payable				1,197			870		184
				4,171			9,020		38,082
Total liabilities and equity				96,928			116,030		129,590

See accompanying notes.

F-249

Rio das Contas Produtora de Petróleo Ltda.
Change in stockholders' equity
Years ended December 31, 2012 and 2011

(In thousands of dollars)	Subscribed capital		Tax incentives		Retained profits reserve			Deemed cost reserve			Exchange reserve			Retained earnings (accumulated losses)			Total
Balances at December 31, 2010		58,057		3,255		—			9,957			15,838			—			87,107
Capital increase (Note 13.1)		6,808		—		—			—			—			—			6,808
Profit for the period		—		—		—			—			—			13,286			13,286
Transfer of tax incentives (Note 13.2)		—		2,777		—			—			—			(2,777	)		—
Realization of deemed cost (Note 13.3)		—		—		—			(980	)		—			980			—
Retained profits reserve		—		—		11,489			—			—			(11,489	)		—
Exchange reserve		—		—		—			—			(11,079	)		—			(11,079	)
Balances at December 31, 2011		64,865		6,032		11,489			8,977			4,759			—			96,122
Profit for the period		—		—		—			—			—			23,234			23,234
Dividends (Note 13.4)		—		—		(23,803	)		—			—			—			(23,803	)
Transfer of tax incentives (Note 13.2)		—		4,833		—			—			—			(4,833	)		—
Realization of deemed cost (Note 13.3)		—		—		—			(1,396	)		—			1,396			—
Retained profits reserve		—		—		19,797			—			—			(19,797	)		—
Exchange reserve		—		—		—			—			(9,421	)		—			(9,421	)
Balances at December 31, 2012		64,865		10,865		7,483			7,581			(4.662	)		—			86,132

See accompanying notes.

F-250

Rio das Contas Produtora de Petróleo Ltda.
Cash flow statements
Years ended December 31, 2012 and 2011

(In thousands of dollars)	12/31/2012			12/31/2011
				(Restated)
Cash flows from operating activities
Net income for the year		23,234			13,286
Depreciation		7,362			5,530
Provision for impairment loss on property and equipment and intangible assets		1,211			1,163
Deferred income and social contribution taxes		4,480			(320	)
Financial charges and foreign exchange variation on loans and financing		(464	)		662
Provision for research and development		508			662
Changes in assets and liabilities
(Increase) decrease in assets
Accounts receivable		(1,606	)		2,392
Taxes recoverable		44			2,822
Other assets		(272	)		672
Increase (decrease) in liabilities
Accounts payable—Petrobras		(2,168	)		1,565
Taxes payable		263			(1,992	)
Other liabilities		(1,217	)		294
Net cash provided by operating activities		31,375			26,736
Cash flows from investing activities
Acquisition of property and equipment		(1,202	)		(236	)
Restricted short-term investments		(1,284	)		(808	)
Net cash used in investing activities		(2,486	)		(1,044	)
Cash flows from financing activities
Interest paid on loans and financing		(2,426	)		(1,156	)
Repayment of loans and financing		(6,000	)		(5,000	)
Dividends paid		(27,740	)		(10,803	)
Net cash used in financing activities		(36,166	)		(16,959	)
Net increase in cash and cash equivalents		(7,277	)		8,733
Cash and cash equivalents at beginning of year		16,891			8,158
Cash and cash equivalents at end of year		9,614			16,891
Net increase in cash and cash equivalents		(7,277	)		8,733

See accompanying notes.

F-251

Rio das Contas Produtora de Petróleo Ltda.
Notes to financial statements
Years ended December 31, 2012 and 2011
(In thousands of dollars)

1.     Operations

Rio das Contas Produtora de Petróleo Ltda. ("Rio das Contas" or "Company"), with place of business at Praia de Botafogo 228, Rio de Janeiro, is engaged in the exploration, development and production of crude oil and natural gas in BCAM-40 block, located in the Camamu-Almada basin.

On January 23, 2006, the units of interest comprising the Company's capital were acquired by Norse Energy do Brasil Ltda. (current Panoro Energy do Brasil S.A.—"Panoro Brasil") and by Coplex Petróleo do Brasil Ltda. ("Coplex") at the ratio of 57% and 43%, respectively. Norse Brasil and Coplex, privately-held companies headquartered in Rio de Janeiro, were direct and indirect subsidiaries of Norse Energy Corp. A.S.A., a publicly-held company headquartered in Oslo, Norway.

On June 7, 2010, Norse Energy Corp. ASA concluded its spin-off process in which the companies related to operations held in Brazil were transferred to Panoro Energy ASA, a company established on April 28, 2010 through the merger of New Brazil Holding ASA and Pan-Petroleum Holdings Limited (PPHCL). Panoro Energy ASA was listed in the Oslo Stock Exchange, Norway on June 8, 2010.

On September 30, 2011, Coplex was merged into Panoro Energy do Brasil S.A., which became holder of 100% of Rio das Contas' units of interest. At December 31, 2011, Panoro Energy do Brasil transferred one unit of interest in the amount of US$0.01 to Pan-Petroleum Holding BV.

The Manati field started its commercial operations on January 15, 2007. The field produces condensed and natural gas through six producing wells, which flow to a gas treatment station (Estação Geólogo Vandemir Ferreira) through a gas pipeline. The exploration license of BCAM-40 Block was relinquished back to Brazil's National Petroleum Agency (ANP) in September 2009. In addition to the Manati field, the Company is the owner of Camarão Norte field, now under development, which is also within BCAM-40 block.

The Company currently has concession rights of exploration and production of crude oil and natural gas in the blocks as follows:

Phase	Basin	Block/camp	Interest	%
Under development	Camamu-Almada	Camarão Norte	Petrobras (operator)		35
			Manati		45
			Rio das Contas		10
			Brazil		10
Production	Camamu-Almada	Manati	Petrobras (operator)		35
			Manati		45
			Rio das Contas		10
			Brazil		10

In accordance with the terms provided for in the concession agreements, should commercially exploitable oil be discovered, the Company shall be given the right to explore, develop and produce, for a 27-year

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period, crude oil and natural gas in any commercial fields enclosed within the limits of these blocks. There are no price restrictions for the sale of products arising from the exploration of these areas.

2.     Basis of presentation of financial statements

2.1. Financial statements

The financial statements of Rio das Contas Produtora de Petróleo Ltda. are the responsibility of management and were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Issuance of the financial statements for the year ended December 31, 2012 was authorized at the Executive Board meeting held on July 2, 2013.

2.2. Restatement of financial statements at December 31, 2011 and December 31, 2010

(i)     Correction of provision for abandonment balances

The Company corrected the provision for abandonment balances in accordance with IAS 8—Accounting Policies, Changes in Accounting Estimates and Errors, therefore changing the amounts previously presented in the financial statements at December 31, 2011 and 2010, which had not been adjusted to present value.

Additionally, the restricted short term investments related to the provision were reclassified as non-current assets. Reconciliation between the figures originally stated and those that have been restated can be found in Note 2.2.(ii)

(ii)    Reconciliation between the figures originally stated and those restated

	Balance sheet at December 31, 2011
	Originally stated		Adjustments			Restated
Current assets		25,865		—			25,865
Non-current assets
Restricted short-term investments		—		1,348			1,348
Deferred income and social contribution taxes		369		—			369
Property and equipment		98,592		(10,144	)		88,448
Total assets		124,826		(8,796	)		116,030
Current liabilities		9,020		—			9,020
Noncurrent liabilities
Intercompany loans		8,368		—			8,368
Provision for abandonment		11,316		(8,796	)		2,520
Equity		96,122		—			96,122
Total liabilities and equity		124,826		(8,796	)		116,030

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	Balance sheet at December 31, 2010
	Originally stated		Adjustments			Restated
Current assets		22,764		—			22,764
Non-current assets
Restricted short-term investments		—		540			540
Taxes recoverable—long term		49		—			49
Property and equipment		116,652		(10,415	)		106,237
Total assets		139,465		(9,875	)		129,590
Current liabilities		38,082		—			38,082
Noncurrent liabilities
Taxes payable		1,573		—			1,573
Deferred income and social contribution taxes		578		—			578
Provision for abandonment		12,125		(9,875	)		2,250
Equity		87,107		—			87,107
Total liabilities and equity		139,465		(9,875	)		129,590

3.     Summary of significant accounting practices

3.1. Functional and reporting currency

The basic financial statements are stated in Brazilian reais, the currency of the country in which the Company is incorporated and operates. Transactions in foreign currency are translated to the functional currency at the exchange rate in effect on the date of each transaction. On the reporting dates, monetary assets and liabilities in foreign currency are translated to the functional currency at the closing exchange rate and the exchange variation gains and losses are recognized in the Income Statement. Non-monetary assets and liabilities acquired or contracted in foreign currency are translated as of the reporting dates based on the exchange rates in effect on the transaction dates and thus do not generate exchange variations.

The translations of Brazilian real amounts into U.S. dollar amounts are included for the convenience of readers outside Brazil and have been made as follows:

Assets and liabilities are translated at the exchange rate as of the balance sheet date (R$2.0435 to US$1.00 as of December 31, 2012, and R$1.8758 to US$1.00 as of December 31, 2011). The equity accounts are translated by the historical rates. Income and expenses are translated at the average rate on a monthly basis. Gain or loss on translation is presented as a separate component of equity as an "Exchange reserve". Such translations should not be construed as representations that the Brazilian real amounts could be converted into U.S. dollars at the above or any other rate.

3.2. Recognition of assets and liabilities

An asset is recognized in the balance sheet when it is probable that future economic benefits will be generated on behalf of the Company and when its cost or value can be reliably measured.

A liability is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of a past event and it is probable that an outflow of funds will be required to settle it. Provisions are recorded reflecting the best estimates of the risk involved.

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Assets and liabilities are classified as current when their realization or settlement is likable to occur within the subsequent twelve months. Otherwise, they are stated as non-current.

3.3. Cash and cash equivalents

Cash equivalents are held by the Company in order to meet short-term cash obligations, rather than for investment or other purposes. Cash and cash equivalents include cash and bank deposits, which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

3.4. Accounts receivable—Petrobras

These are stated at fair value. There is no allowance for doubtful accounts. Petrobras is the Company's sole client.

3.5. Property and equipment

Property and equipment in use are stated at acquisition, buildup or construction cost, valued at average acquisition cost, less accumulated depreciation.

Expenses with exploration, evaluation and development of production are accounted for through the successful efforts method of accounting.

Costs incurred prior to obtaining concessions and spending on geological and geophysical studies and surveys are recorded under the P&L.

Expenses with exploration and evaluation directly associated to the exploratory well are capitalized as expenses with exploration, until the drilling is completed and results thereto evaluated. These costs include costs with employee remuneration, material and fuel utilization, costs incurred with the rent of drilling rigs and other costs incurred with third parties.

In case commercially viable reserves are not discovered, the exploration well will be written-off to P&L. When reserves are discovered, the cost is still recorded under assets upon the conclusion of additional analyses regarding the commerciality of hydrocarbon reserves, which may include drilling other wells.

Exploration assets are subject to technical, commercial and financial reviews at least on an annual basis to confirm management's intention to develop and produce hydrocarbons in the area. In case the aforesaid intention is not confirmed, these costs are written-off to P&L. When reserves are identified and proved commercially viable and the development is authorized, exploratory expenses are transferred to "oil and gas assets".

In the development phase, expenditure on the construction, installation or completion of infrastructure facilities (such as platform, pipelines and drilling of development wells, including delimitating wells or unsuccessful development wells) are capitalized within "oil and gas assets".

Oil and gas assets are depreciated by the unit-of-production method, based on the ratio of oil and gas production of each field and the corresponding proven and developed reserves.

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3.6. Provision for abandonment

The filed operator-member is responsible for the dismantling of production areas before regulatory organs and environment agencies, as provided for in the joint operation agreement for the field. The operator calculates and submits the estimated well abandonment costs for the review and approval of consortium members. The Company's responsibility on the abandonment and dismantling of areas is limited to the provision and payment of amounts established thereto by the operator, in accordance with the interest percentage in the consortium. The estimated abandonment costs reported by the operator are regularly reviewed, thereby reviewing the calculation of such amount, thus adjusting assets and liabilities balances at present value.

The provision amount equivalent to the amount reported by the member-operator for future obligations due to abandonment and dismantling of areas is inflated until the expected abandonment date, and then discounted to present value. The amount is recorded under property and equipment against noncurrent liabilities (provision for abandonment) and is amortized by using the unit-of-production method in relation to proven and developed reserves, the amortization being an integral part of inventory costs. The provision is increased by the effect of the discount rate, against financial income.

3.7. Impairment of assets

Property and equipment, and other noncurrent and intangible assets are reviewed annually to identify evidence that may indicate impairment, or whenever events or changes in circumstances indicate that the book value may not be recoverable. Where applicable, the recoverable amount is calculated to check for impairment loss. When impairment evidence is found, it is recognized at the amount corresponding to the book value of assets exceeding its recoverable value, which is the higher of the fair value less cost to sell and the value in use of an asset. For evaluation purposes, assets are grouped at their lowest levels for which there are separately identifiable cash flows.

3.8. Loans

Loans are adjusted based on monetary variations and include interest incurred up to the balance sheet date, based on the contractual terms.

3.9. Provision for legal disputes

A provision for contingencies is set up for legal disputes, in which the outflow of funds is considered probable and a reasonable estimate is possible. The loss probability assessment includes the evaluation of available evidence, the hierarchy of laws, available case law, the most recent court rulings and their relevance to the legal system, as well as the assessment of the external advisors. The provisions are reviewed and adjusted in order to comply with changes made to the applicable statutes of limitation, tax audit conclusions or supplementary issues identified based on new subject matters or court decisions. At December 31, 2012 and 2011, the Company, based on the opinion of its external legal advisors, did not present any provision, due to the inexistence of actions with probable loss.

3.10. Significant accounting judgments, estimates and assumptions

The preparation of the Company's financial statements in accordance with the International Financial Reporting Standards (IFRS) requires management to use professional judgment and estimates, and adopt

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assumptions that affect the amounts presented in revenues, expenses, assets and liabilities reported on the financial statements and corresponding notes.

Significant items subject to these estimates and assumptions include the economic useful life and the net book value of property and equipment and intangible assets, provision for contingencies, recoverability of assets and fair value of financial instruments. The use of estimates and judgments is complex and considers various assumptions and future projections and, therefore, the settlement of transactions may result in amounts different from those estimated. The Company reviews its estimates and assumptions on a three-month period or an annual basis.

3.11. Financial instruments

Financial instruments are only recognized as from the date on which the Company becomes a party to the contractual provisions of such financial instruments.

When recognized, they are initially recorded at fair value plus transaction costs directly attributable to the acquisition or issue, except for financial assets and liabilities classified at fair value through profit or loss, where such costs are directly recorded in the income (loss) for the year. The subsequent measure is held on each reporting date, according to the guidelines for each financial assets and liabilities classification.

3.12. Taxation

Taxation on sales and services

Revenues from sales and services are subject to the following taxes and contributions, at the following statutory tax rates:

•

Contribution Tax on Gross Revenue for Social Integration Program (PIS) 0.65%;

•

Contribution Tax on Gross Revenue for Social Security Financing (COFINS) 7,65%;

•

State VAT (ICMS) 7% to 19%;

•

Royalties 7,5%

These charges are presented as sales deductions in the income statement.

Tax credits arising out of non-cumulative taxation of PIS/COFINS are recorded as a deduction from operating revenues and expenses in the income statement. Tax debts arising out of financial income and credits arising out of financial expenses are recorded as a deduction from said accounts in the income statement.

Current income and social contribution taxes

Taxation on profit comprises both income and social contribution taxes. Income tax is computed at a 15% rate, plus a surtax of 10% on taxable profit exceeding US$117 over 12 months, whereas social contribution tax is computed at a rate of 9% on taxable profit, both recognized on an accrual basis; therefore, additions to book income deriving from temporarily non-deductible expenses or exclusions from temporarily non-taxable revenues upon determination of current taxable profit generate deferred tax assets or liabilities. Prepaid or recoverable amounts are stated in current or noncurrent assets, based on their estimated realization.

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Deferred income and social contribution taxes

Deferred income and social contribution taxes reflect income and social contribution tax losses and temporary differences between the assets and liabilities balances and tax bases, net of valuation allowance. These temporary differences will be used to reduce future tax profits. The Company annually reviews the balance of deferred income and social contribution tax assets in relation to taxable profit projection to maintain such assets by the expected realization value.

Tax incentives

The Company is entitled to the reduction of 75% of the Income tax (Superintendency for the Development of the Northeast "SUDENE"—Tax incentive), calculated based on the profit from exploration and is conditioned to the installation infrastructure development in the area within SUDENE. The Company shall take advantage of the aforesaid benefit up to calendar year 2017. In accordance with Laws No. 11638/07 and No. 11941/09 and CPC 07—Government Subsidies and Assistance, the amount corresponding to the incentive of SUDENE calculated as from the effectiveness of the Law ("transition date") is accounted for in the P&L in the subsequent year for further allocation to profit reserve of tax incentives referring to article 195A of Law No. 6406/76, according to guideline of Law No.11941/09. The balance of this incentive may be used for capital increase purposes only.

3.13. Revenue recognition

Revenue is recognized to the extent economic benefits are likely to be generated for the Company and when such amount can be reliably measured. Revenue is measured based on fair value of the consideration received, net of discounts, rebates and taxes or charges incurred on sales.

3.14. Cash flow statements

Cash flow statements were prepared and are presented in accordance with the IAS 7—Statement of Cash Flow.

3.15. New accounting pronouncements

IAS 1—Presentation of the Financial Statements—the main alteration is the separation of components of other comprehensive income into two groups: those that will be realized against the statement of income and those that will remain in shareholders' equity. The change in the regulation is effective as from January 1, 2013. This alteration is unlikely to have any impact on the Company.

IFRS 7—Disclosures—Offsetting between Financial Assets and Financial Liabilities—Revisions of IFRS 7. These revisions demand that an organization discloses information about rights to offset and related agreements (for instance, guarantee agreements). The disclosures provide users with useful information for assessing the effect of offset agreements on an organization's financial condition. The revision will come into force for annual periods beginning on or after January 1, 2013. This alteration is unlikely to have any impact on the Company.

IFRS 9—Financial Instruments—this covers the classification, measurement and recognition of financial assets and liabilities. It was issued in November 2009 and October 2010 and replaces the sections of IAS 39 that were related to the classification and measurement of financial instruments. IFRS 9 requires that financial assets be classified into two categories: those measured at fair value and those measured at amortized cost. The determination is made at the time of initial recognition. The classification basis depends on the organization's business model and on the contractual characteristics of the cash flow of

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the financial instruments. With regard to financial liabilities, the regulation maintains the majority of the demands established by IAS 39. The main change is that in those cases where the fair value option is adopted for financial liabilities, the portion of the change in the fair value that is due to organization's own credit risk is recorded under other comprehensive income and not in the statement of income, when it results in an accounting mismatch. The rule which was originally effective as from January 1, 2013 was altered to January 1, 2015. This alteration is unlikely to have any impact on the Company.

IFRS 10—Consolidated Financial Statements—is based on already existing principles, identifying the concept of control as being the key factor for determining whether an organization should or should not be included in the consolidated financial statements. The rule extends the concept of control and provides additional guidance for determining it. The rule is effective as from January 1, 2013. This alteration is unlikely to have any impact on the Company.

IFRS 11—Joint Arrangements—the standard defines joint arrangements based on the arrangement's rights and obligations instead of its legal form. There are two types of joint arrangements: (i) joint operations—which occur when an operator has rights over the assets and obligations over to the liabilities and, as a result, accounts for its share of the assets, liabilities, revenues and expenses; and (ii) joint ventures—which occur when an operator has rights over the net assets of the arrangement and accounts for the investment in accordance with equity pickup. The proportional consolidation method will no longer be allowed in the case of joint ventures. This alteration is unlikely to have any impact on the Company.

IFRS 12—Disclosure of Interests in Other Entities—deals with the disclosure demands for all types of interest in other entities, including subsidiaries, affiliates, joint ventures, associations, interests for specific purposes and other interests. The standard is effective as from January 1, 2013. This alteration is unlikely to have any impact on the Company.

IFRS 13—Fair Value Measurement—the purpose of IFRS 13 is to improve consistency and reduce the complexity of fair value measurement, providing a more precise definition and a single source of fair value measurement and its disclosure requirements. The demands do not extend the use of accounting at fair value, but provide guidance with regard to how to apply it when its usage is required or allowed by other pronouncements. The rule is effective as from January 1, 2013. The Company's Management is of the opinion that there will not be any significant impact on its financial statements as a result of this pronouncement.

There are no other standards or interpretations that have not yet come into force which could have any impact on the Company's financial statements.

4.    Net revenue

	2012			2011
Gross revenue		66,279			49,137
PIS		(1,063	)		(795	)
COFINS		(4,898	)		(3,662	)
ICMS		(7,393	)		(5,565	)
Contractual rebates—discounts		(1,831	)		(958	)
Total deductions		(15,185	)		(10,980	)
Net revenue		51,094			38,157

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5.     Cost of products sold

	2012			2011
Extraction cost		(5,641	)		(6,777	)
Royalties and special interests		(5,164	)		(3,256	)
Amortization and depreciation		(7,362	)		(5,530	)
Total		(18,167	)		(15,563	)

6.     General and administrative expenses

	2012			2011
Personnel		(3,127	)		(1,387	)
Selling expenses		(42	)		(1,018	)
Third-party services		(285	)		(566	)
Tax expenses		(28	)		(650	)
Other expenses		(593	)		(883	)
Total		(4,075	)		(4,504	)

7.     Financial income (expenses)

	12/31/2012			12/31/2011
Financial income
Interest income		1,631			1,043
Total		1,631			1,043
Financial expenses
Interest on loans		(58	)		(662	)
Interest and fine on late payment of taxes and installment arrangements		(13	)		(30	)
Other		(1	)		(1	)
Total		(72	)		(693	)
Monetary and foreign exchange variations
Monetary and foreign exchange gains		2,301			3,688
Monetary and foreign exchange losses		(2,805	)		(6,245	)
Total		(504	)		(2,557	)
Financial income (expenses), net		1,055			(2,207	)

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8.     Income tax

a) Income tax—current and deferred

Current and deferred income taxes are as follows:

	12/31/2012			12/31/2011
				(Restated)
Current income tax		(990	)		(969	)
Current social contribution tax		(2,099	)		(1,342	)
Total current income and social contribution taxes liability		(3,089	)		(2,311	)
Deferred income tax		(3,291	)		634
Deferred social contribution tax		(1,189	)		242
Total deferred income and social contribution taxes asset		(4,480	)		876
Total tax expense for the year		(7,569	)		(1,435	)

Reconciliation of income taxes and the amount established by the effective rate for 2012 and 2011 are as follows

	12/31/2012			12/31/2011
Income before income tax		30,803			14,721
Statutory rate		34	%		34	%
Income tax at statutory rate		(10,473	)		(5,005	)
Nondeductible expenses		(17	)		(134	)
Donations		—			(21	)
Other		18			(33	)
Profit from tax incentive activities		4,804			2,777
Other		(1,901	)		981
Effective rate of 25% (10% in 2011)		(7,569	)		(1,435	)
Current income tax		(3,089	)		(2,311	)
Deferred income tax		(4,480	)		876

Income and social contribution taxes calculated and paid by the Company, in addition to the corresponding income tax return and accounting records are subject to the examination by tax authorities for variable statutes of limitation; after the respective periods are barred by statute, these are no longer subject to the review of authorities.

b) Deferred income tax

	12/31/2012			12/31/2011
Income and social contribution tax losses		—			3,077
Exchange variation on loans		355			461
Provision for impairment		—			1,387
Provision for abandonment of fields		1,181			933
Deemed cost—Manati		(5,145	)		(6,357	)
Other temporary provisions		(193	)		868
Deferred income and social contribution taxes		(3,802	)		369

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The Company, based on the expected generation of future taxable profit, determined by means of a technical study approved by the management, recognized tax credits on income and social contribution tax losses and temporary differences. Management reviews the book value of deferred tax assets annually to keep such asset at the estimated realization amount.

Income and social contribution tax losses are not subject to statutes of limitation, however; the Company's offset amount is limited to up to 30% of each year's taxable profit.

9.     Property and equipment

Changes in the property and equipment are described as below:

	Oil and gas assets
	Manati			BCAM-40			Camarão Norte			Other			Total
Cost
Balance at December 31, 2010 (Restated)		136,532			2,678			4,471			636			144,317
(+) Additions		214			—			6			16			236
(-) Impairment		—			(1,163	)		—			—			(1,163	)
Transfers		(1,413	)		—			—			—			(1,413	)
Cumulative Translation Adjustment		(15,127	)		(252	)		(501	)		(73	)		(15,953	)
Balance at December 31, 2011 (Restated)		120,206			1,263			3,976			579			126,024
(+) Additions		1,079			—			—			123			1,202
(-) Impairment		—			(1,211	)		—			—			(1,211	)
Cumulative Translation Adjustment		(9,912	)		(52	)		(326	)		(53	)		(10,343	)
Balances at December 31, 2012		111,373			—			3,650			649			115,672
Depreciation
Balances at December 31, 2010		(37,887	)		—			—			(193	)		(38,080	)
(-) Depreciation for the year		(5,542	)		—			—			(73	)		(5,615	)
Transfers		1,414			—			—			—			1,414
Cumulative Translation Adjustment		4,676									29			4,705
Balances at December 31, 2011		(37,339	)		—			—			(237	)		(37,576	)
(-) Depreciation for the year		(7,374	)		—			—			(75	)		(7,449	)
Cumulative Translation Adjustment		3,384			—			—			23			3,407
Balances at December 31, 2012		(41,329	)		—			—			(289	)		(41,618	)
Net book
Balances at December 31, 2012		70,044			—			3,650			360			74,054
Balances at December 31, 2011		82,867			1,263			3,976			342			88,448
Balances at December 31, 2010		98,645			2,678			4,471			443			106,237
Average annual depreciation rate (in %)		6	%		0	%		0	%		10	%		6	%

According to Technical Pronouncement IAS 36, "Impairment of Assets", property and equipment items indicating that their recorded costs are higher than their impairment value (fair value) are reviewed to determine the necessity of provision to reduce their book value to realization value. Management conducted an annual analysis of the corresponding operating and financial performance of its assets and registered impairment losses for the BCAM-40 field due to change of expectations on its production.

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10.   Cash and cash equivalents

	12/31/2012		12/31/2011		12/31/2010
			(Restated)		(Restated)
Cash and Banks		179		248		8,158
Short-term investments		9,434		16,642		—
		9,613		16,890		8,158

11.   Accounts receivable

Total production referring to Manati block for the year 2012 and 2011 was sold to Petrobras. Outstanding balance at December 31, 2012 totals US$ 10,347 (US$8,741 in 2011 and US$11,133 in 2010).

12.   Taxes recoverable and payable

	12/31/2012		12/31/2011		12/31/2010
			(Restated)		(Restated)
Taxes recoverable
Contribution Tax on Gross Revenue for Social Integration Program (PIS)/Contribution Tax on Gross Revenue for Social Security Financing (COFINS) recoverable		—		11		11
Corporate Income Tax (IRPJ) and Social Contribution Tax on Net Profit (CSLL) Recoverable		39		33		2,828
State value-added tax (ICMS) on property and equipment recoverable		81		103		124
Other		—		17		23
Total		120		164		2,986

	12/31/2012		12/31/2011		12/31/2010
			(Restated)		(Restated)
Taxes payable
Social charges on payroll		248		128		130
Royalties on production		340		289		439
PIS/COFINS payable		495		426		492
Provision for IRPJ and CSLL		328		133		70
ICMS payable		610		531		593
Other		278		529		152
Total		2,299		2,036		1,876

The balance of ICMS recoverable arises from the entry of items designated to permanent assets and has been settled in 48 months with the ICMS payable on gas sale. Other taxes and contributions will be offset with obligations payable of the same nature.

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13.   Equity

13.1. Capital

At December 31, 2011, members decided to change the unit par value of units of interest from US$0.006 to US$0.01 Hence, the Company's capital amounting to US$64,865 was divided into 11,396,871,630 (eleven billion, three hundred-ninety six million, eight hundred seventy-one thousand, six hundred thirty) units of interest.

On that same date, members decided to increase the Company's capital by US$6,808, from US$58,057 to US$64,865, by issuing 1,277,154,168 (one billion, two hundred seventy-seven million, one hundred fifty-four thousand, one hundred sixty-eight) new units of interest. This capital increase occurred when the intercompany loan agreement, recorded in current liabilities, was settled.

At December 31, 2012, the Company's capital comprises 12,674,025,798 units of interest, distributed as follows

	2012
	Units of interest		Amount
Panoro Energy do Brasil Ltda.		12,674,025,797		64,865
Pan-Petroleum Holding BV		1		—
		12,674,025,798		64,865

13.2. Tax incentive reserve

As provided for in Law No.11941/09, with reference to article 195A of Law 6406/76, the management of the subsidiary Rio das Contas Produtora de Petróleo Ltda. allocated to tax incentive reserve the amount inherent to tax incentive credits stated as income tax (income statement).

13.3. Deemed cost

In 2010, the Company determined the deemed cost of its property and equipment in conformity with Technical Pronouncement IFRS 1—First time adoption of international financial standards. At December 31, 2012, the deemed cost amount, net of tax effects, is US$7,581 (R$8,977 in 2011). In 2012, the amount of US$1,340 from that total was realized, net of the respective tax effects.

13.4. Dividend policy

The Articles of Organization do not confer mandatory minimum dividends to members. In 2012, a dividend distribution of US$23,803 was approved.

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14.   Related parties

14.1. Intercompany loans

Loans (US$)	Charges		Maturity		12/31/2012		12/31/2011		12/31/2010
Panoro Energy A.S.A. (US$)		—		—		—		8,368		13,862

Changes in loans and financing for the respective years:

	2012			2011
Opening balance		8,368			13,862
Interest		58			662
Amortization		(8,426	)		(6,156	)
Closing balance		—			8,368

The loan agreements with Panoro Energy ASA were renewed on December 1, 2011, including a change in the maturity dates of loans, which were postponed to December 31, 2014, bearing interest at a rate of 13% p.a.

On January 27, 2012, the Company fully repaid the loans (principal and interest) taken out from Panoro Energy ASA in the amount of U$8,426.

14.2. Key management personnel compensation

For the year ended December 31, 2012, the total compensation (salaries and profit sharing) of the Company's officers was US$1,194 (US$166 at December 31, 2011).

15.   Provision for abandonment

	12/31/2012		12/31/2011		12/31/2010
			(Restated)		(Restated)
Provision for abandonment		2,823		2,520		2,250
		2,823		2,520		2,250

Changes in provision for abandonment for the respective years:

	2012		2011
Opening balance		2,520		2,250
Interest		303		270
Closing balance		2,823		2,520

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16.   Financial instruments

In the normal course of its operations, the Company is exposed to market risks such as interest rates and credit risk. These risks are monitored by management by using management and policy tools that are defined for each specific case. The Company did not have outstanding derivative financial instruments at December 31, 2012 and 2011.

Key company risk factors

a) Operational risks

Natural gas price is impacted by supply and demand issues. Factors influencing supply and demand include operational issues, natural disasters, climate changes, political instability, conflicts, economical conditions and decision taken by petroleum exporting countries. Price fluctuations may significantly impact the Company's income and financial position. Additionally, the Company may have less influence and control on the behavior, performance, and cost of operations than it would have, if it were the operator.

The entire production of Manati field is sold to Petrobras through a long-term Gas Supply Contract. The price of the gas under this contract is indexed to IGPM (General Index of Market Prices) adjusted on a yearly basis.

b) Currency risk

The Company has obligations indexed to US dollars, principally due to intercompany loans and financing, for which there are no hedge instruments aiming to protect against unexpected fluctuations, if any.

During 2012, the Brazilian Real strengthened by 9.38% (strengthened by 13.62% in 2011). If the Brazilian Real had weakened by an additional 5% against the US Dollar, with all other variables held constant, the current debt of the company would have been higher by US$ 190 (US$ 396 in 2011).

c) Credit risk

This financial instrument specially refers to cash and cash equivalents and the Company's accounts receivable. All Company's operations are conducted with banks that are known for their liquidity, thereby minimizing risks thereto. Accounts receivable are principally concentrated in Petrobras, a good standing and sound company, thereby management does not expect to face difficulties regarding the realization of credits receivable.

17.   Insurance coverage

At December 31, 2012 and 2011, the Company has insurance coverage for its facilities and equipment with the following coverage:

Risk	12/31/2012		12/31/2011
Operational risks—Gas stations		USD 16,000		USD 14,093
Petroleum risks—Gas station		USD 28,700		USD 16,442
Petroleum risks—Additional expenses from Operator		USD 100,000		USD 50,000
Petroleum risks—Additional expenses from Operator		USD 33,000		USD 1,500

F-266

Until                             , 2013, all dealers that buy, sell or trade in our common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Shares

Common shares

Prospectus

J.P. Morgan BTG Pactual Itaú BBA

                  , 2013

Part II
Information not required in prospectus

Item 6. Indemnification of directors and officers

Section 98 of the Bermuda Companies Act, provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. Section 98 of the Bermuda Companies Act further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Bermuda Companies Act.

Our bye-laws provide that we will indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty and (by incorporation of the provisions of the Bermuda Companies Act) that we may advance monies to our officers and directors for the costs, charges and expenses incurred by our officers and directors in defending any civil or criminal proceeding against them on condition that the directors and officers repay the monies if any allegation of fraud or dishonesty is proved against them. Our bye-laws provide that the company and the shareholders waive all claims or rights of action that they might have, individually or in right of the company, against any of the company's directors or officers for any act or failure to act in the performance of such director's or officer's duties, except in respect of any fraud or dishonesty of such director or officer. Section 98A of the Bermuda Companies Act permits us to purchase and maintain insurance for the benefit of any officer or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust, whether or not we may otherwise indemnify such officer or director.

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our bye-laws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

We carry insurance policies insuring our directors and officers against certain liabilities that they may incur in their capacity as directors and officers. In addition, we expect to enter into indemnification agreements with each of our directors prior to completion of the offering.

In accordance with Bermuda law, share certificates are only issued in the names of companies, partnerships or individuals. In the case of a shareholder acting in a special capacity (for example as a trustee), certificates may, at the request of the shareholder, record the capacity in which the shareholder is acting. Notwithstanding such recording of any special capacity, we are not bound to investigate or see to the execution of any such trust. We will take no notice of any trust applicable to any of our shares, whether or not we have been notified of such trust.

Additionally, reference is made to the Underwriting Agreement filed as Exhibit 1.1. hereto, which provides for indemnification by the underwriters of GeoPark Limited, our directors and officers who sign the registration statement and persons who control GeoPark Limited, under certain circumstances.

Item 7. Recent sales of unregistered securities

On February 11, 2013, Agencia issued US$300,000,000 aggregate principal amount of notes pursuant to a private placement made under Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended, or the Securities Act, which we refer to as the Notes due 2020. The Notes due 2020 were sold to Qualified Institutional Buys, or QUIBs, and offshore investors. The Notes due 2020 carry a coupon of 7.50% per annum and mature on February 11, 2020. The global coordinators for the transaction were Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC, and the joint bookrunners were Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC and Banco BTG Pactual S.A.—Cayman Branch. The aggregate underwriting discounts and commissions were US$3.55 million. The Notes due 2020 are guaranteed by us and secured on a first-priority senior secured basis. The indenture governing the Notes due 2020 contains customary covenants including, among others, restrictions on our and our subsidiaries' ability to among other things: incur additional debt; make certain restricted payments; incur liens or guarantee additional indebtedness; sell certain assets; engage in certain transactions with affiliates; engage in certain businesses; and merge with or consolidate with or into another company.

On December 2, 2010, Agencia issued a US$133,000,000 aggregate principal amount of notes pursuant to a private placement made under Regulation S of the Securities Act, which we refer to as the Notes due 2015. The Notes due 2020 were sold to QUIBs and offshore investors. The Notes due 2015 carried a coupon of 7.75% per annum and had a maturity date of December 15, 2015. Celfin International Limited was the sole bookrunner of the offering. The aggregate underwriting discounts and commissions were US$1.5 million. The Notes due 2015 were guaranteed by us and secured by a first-priority security interest in an interest reserve account and a pledge of 51% of the common shares of GeoPark Fell. The net proceeds of the Notes due 2015 were used for: (i) refinancing of our existing debt; (ii) capital expenditures in connection with our 2011 development program of oil and natural gas in the Fell Block; (iii) financing of potential acquisitions and/or investments in oil and natural gas assets, companies and/or concessions in South America and (iv) general corporate purposes. We redeemed the outstanding principal amount of Notes due 2015 in connection with our issuance of the Notes due 2020.

The following table sets forth the other common share awards to our executive directors, management and key employees since 2008.

Number of underlying common shares awarded	% of issued common share capital		Grant date		Exercise price	Vesting date			Expiration date
976,211(1)		approximately 2.2		December 15, 2008	US$0.001		December 15, 2012			December 15, 2018
1,000,000(2)		approximately 2.0		December 15, 2010	US$0.001		December 15, 2014			December 15, 2020
500,000(3)		approximately 1.1		December 15, 2011	US$0.001		December 15, 2015			December 15, 2021
500,000		approximately 1.1		December 15, 2012	US$0.001		December 15, 2016	(4)		December 15, 2022
500,000(5)		approximately 1.1		June 30, 2013	US$0.001		December 31, 2015			December 31, 2019

(1)    Dr. Carlos Gulisano holds 100,000 of such awards.

(2)    As of June 30, 2013 there are 164,400 awards that will not vest due to the relevant employees having left the Company before the vesting date.

(3)    As of June 30, 2013 there are 5,000 awards that will not vest due to the relevant employees having left the Company before the vesting date.

(4)   Certain programs contemplate different vesting dates, in each case before December 15, 2016.

(5)    The common shares will be awarded under this program provided certain minimum financial and operational targets are met through 2015.

In addition to these common shares awarded under our Performance-Based Employee Long-Term Incentive Program, on August 31, 2011, we granted an aggregate award of 90,000 common shares at an exercise price of US$0.001 to certain of our former employees, of which 30,000 have already vested on 2012 and

the remaining 60,000 will vest on September 2013. In addition, on November 23, 2012, we granted awards of common shares at an exercise price of US$0.001 to each of James F. Park (450,000 common shares) and Gerald E. O'Shaughnessy (270,000 common shares), in each case with a vesting date of November 23, 2015.

Taking into account all common shares issued under the maximum amount of common shares that could be issued under our Performance-Based Employee Long-Term Incentive Program, the percentage of total share capital that could be awarded to our executive directors, management and key employees would represent approximately 12% of our currently issued common shares. However, we have awarded approximately 11.5% of our current total issued shared capital (not including common shares to be issued in this offering and also not including shares that may be issued under the VCP program). After giving effect to the common shares to be issued in this offering, we will have awarded approximately         % of our total issured share capital under the Performance-Based Employee Long-Term Incentive Program (not including shares that may be issued under the VCP program).

Item 8. Exhibits

(a)    The Exhibit Index is hereby incorporated herein by reference.

(b)   Financial Statement Schedules

All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the combined financial statements and related notes thereto.

Item 9. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1)    To provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(2)    That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(3)    That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on September 9, 2013.

GEOPARK LIMITED
By:	/s/ JAMES F. PARK Name:  James F. Park Title:    Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James F. Park and Gerald E. O'Shaughnessy and each of them, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on September 9, 2013 in the capacities indicated:

Name	Title
/s/ JAMES F. PARK James F. Park	Chief Executive Officer and Deputy Chairman (principal executive officer)
/s/ JUAN PABLO SPOERER Juan Pablo Spoerer	Chief Financial Officer (principal financial officer and principal accounting officer)
/s/ GERALD E. O'SHAUGHNESSY Gerald E. O'Shaughnessy	Executive Chairman
/s/ JUAN CRISTÓBAL PAVEZ Juan Cristóbal Pavez	Director
/s/ PETER RYALLS Peter Ryalls	Director
/s/ CARLOS GULISANO Carlos Gulisano	Director
/s/ STEVEN J. QUAMME Steven J. Quamme	Director
/s/ PEDRO AYLWIN Pedro Aylwin	Director
/s/ DONALD J. PUGLISI Donald J. Puglisi	Authorized Representative in the United States

Exhibit index

Exhibit no.		Description
	1.1	Form of Underwriting Agreement*
	3.1	Certificate of Incorporation
	3.2	Memorandum of Association
	3.3	Current Bye-laws
	3.4	Form of amended and restated Bye-laws to take effect on or around the date of our delisting from the AIM
	4.1	Form of Certificate of common shares of the Registrant*
	4.2	Indenture, dated February 11, 2013, among GeoPark Chile Limited Agencia en Chile, GeoPark Limited, GeoPark Latin America Limited and Deutsche Bank Trust Company Americas
	4.3	Share Pledge Agreement, dated February 11, 2013, among GeoPark Chile Limited Agencia en Chile, GeoPark Chile S.A., GeoPark Colombia S.A. and Deutsche Bank Trust Company Americas
	4.4	Intercompany Loan Pledge Agreement, dated February 11, 2013, among GeoPark Chile Limited Agencia en Chile, GeoPark Fell SpA., GeoPark Llanos SAS and Deutsche Bank Trust Company Americas
	5.1	Form of opinion of Cox Hallett Wilkinson Limited, Bermuda counsel of the Registrant, as to the validity of the common shares
	8.1	Form of opinion of Cox Hallett Wilkinson Limited, Bermuda counsel of the Registrant, as to certain Bermuda tax matters
	10.1	Special Contract for the Exploration and Exploitation of Hydrocarbons, Fell Block, dated April 29, 1997, among the Republic of Chile, the Chilean Empresa Nacional de Petróleo and Cordex Petroleums Inc.
	10.2	Exploration and Production Contract regarding exploration for and exploitation of hydrocarbons in the La Cuerva Block, dated April 16, 2008, between the Colombian Agencia Nacional de Hidrocarburos and Hupecol Caracara LLC
	10.3	Exploration and Production Contract regarding exploration for and exploitation of hydrocarbons in the Llanos 34 Block, dated March 13, 2009, between the Colombian Agencia Nacional de Hidrocarburos and Unión Temporal Llanos 34
	10.4	Subscription and Shareholders Agreement, dated February 7, 2006, among the International Finance Corporation, GeoPark Holdings Limited, Gerald O'Shaughnessy and James F. Park
	10.5	Purchase and Sale Agreement, dated March 26, 2012, between Hupecol Cuerva Holdings LLC and GeoPark Llanos S.A.S.
	10.6	Subscription Agreement, dated May 20, 2011, among LG International Corporation, GeoPark Chile Limited Agencia en Chile, GeoPark Chile S.A. and GeoPark Holdings Limited
	10.7	Shareholders' Agreement, dated May 20, 2011, among LG International Corporation, GeoPark Chile Limited Agencia en Chile and GeoPark Chile S.A.
	10.8	Subscription Agreement, dated December 18, 2012, among LG International Corporation, GeoPark Chile Limited Agencia en Chile, GeoPark Colombia S.A. and GeoPark Holdings Limited
	10.9	Shareholders' Agreement, dated December 18, 2012, among LG International Corporation, GeoPark Chile Limited Agencia en Chile and GeoPark Colombia S.A.
	10.10	Subordinated Loan Agreement, dated December 18, 2012, between LG International Corporation and Winchester Oil & Gas S.A.
	10.11	Subscription Agreement, dated October 18, 2011, among LG International Corporation and GeoPark TdF S.A.
	10.12	Shareholders' Agreement, dated October 4, 2011, among LG International Corporation, GeoPark TdF S.A. and GeoPark Chile S.A.

Exhibit no.		Description
	10.13	Quota Purchase Agreement, dated May 14, 2013, between Panoro Energy do Brasil Ltda. and GeoPark Brazil Exploracão e Producão de Petróleo e Gás Ltda
	10.14	Purchase and Sale Agreement for Crude Oil and Condensate of Fell Block between Empresa Nacional del Petróleo and GeoPark Fell SpA
	10.15	Purchase and Sale Agreement for Natural Gas between GeoPark Chile Limited, Agencia en Chile and Methanex Chile S.A.*
	10.16	First Addendum and Amendment to Purchase and Sale Agreement for Natural Gas between GeoPark Chile Limited, Agencia en Chile and Methanex Chile S.A.*
	10.17	Second Addendum and Amendment to Purchase and Sale Agreement for Natural Gas between GeoPark Chile Limited, Agencia en Chile and Methanex Chile S.A.*
	10.18	Third Addendum and Amendment to Purchase and Sale Agreement for Natural Gas between GeoPark Chile Limited, Agencia en Chile and Methanex Chile S.A.*
	10.19	Fourth Addendum and Amendment to Purchase and Sale Agreement for Natural Gas between GeoPark Chile Limited, Agencia en Chile and Methanex Chile S.A.*
	21.1	Subsidiaries of GeoPark Limited
	23.1	Consent of Price Waterhouse & Co, S.R.L.
	23.2	Consents of PricewaterhouseCoopers Ltda. (Cuerva)
	23.3	Consent of PricewaterhouseCoopers Ltda. (Luna)
	23.4	Consent of PricewaterhouseCoopers Ltda. (Winchester)
	23.5	Consent of Ernst & Young Terco Auditores Independentes S.S.
	23.6	Consent of DeGolyer and MacNaughton
	23.7	Consent of Cox Hallett Wilkinson Limited (included in Exhibit 5.1)
	23.8	Consent of Cox Hallett Wilkinson Limited (included in Exhibit 8.1)
	24.1	Powers of attorney (included on the signature page to this registration statement)
	99.1	Appraisal Report of DeGolyer and MacNaughton for reserves in Chile, Colombia and Argentina as of December 31, 2012
	99.2	Summary Report of DeGolyer and MacNaughton for reserves in Chile, Colombia and Brazil as of December 31, 2012
	99.3	Appraisal Report of DeGolyer and MacNaughton for reserves in Brazil and Colombia as of June 30, 2013
	99.4	Summary Report of DeGolyer and MacNaughton for reserves in Brazil and Colombia as of June 30, 2013

*      To be filed by amendment.

EX-3.1

Exhibit 3.1

FORM NO. 6 Registration No. 33273

BERMUDA

CERTIFICATE OF INCORPORATION

I hereby in accordance with the provisions of section 14 of the Companies Act 1981 issue this Certificate of Incorporation and do certify that on the 3rd day of February, 2003

GeoPark Holdings Limited

was registered by me in the Register maintained by me under the provisions of the said section and that the status of the said company is that of an exempted company.

	Given under my hand and the Seal of the REGISTRAR OF COMPANIES this 4th day of February, 2003
	/s/ [ILLEGIBLE]
	for Registrar of Companies

EX-3.2

Exhibit 3.2

FORM No. 2

BERMUDA

THE COMPANIES ACT 1981

MEMORANDUM OF ASSOCIATION OF COMPANY LIMITED BY SHARES

Section 7(1) and (2)

MEMORANDUM OF ASSOCIATION

OF

GeoPark Holdings Limited

(hereinafter referred to as “the Company”)

1.The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.

2.We, the undersigned, namely,

Name and Address	Bermudian Status (Yes or No)	Nationality	Number of Shares Subscribed
Ernest A. Morrison “Milner House” 18 Parliament Street Hamilton Bermuda	Yes	British	1
Gail E. Chamberlain “Milner House” 18 Parliament Street Hamilton Bermuda	No	Canadian	1
Don S. Laurenceo “Milner House” 18 Parliament Street Hamilton Bermuda	Yes	British	1

do hereby respectively agree to take such number of shares of the Company as may be allotted to us respectively by the provisional directors of the Company, not exceeding the number of shares for which we have respectively subscribed, and to satisfy such calls as may be made by the directors, provisional directors or promoters of the Company in respect of the shares allotted to us respectively.

3.The Company is to be an exempted Company as defined by the Companies Act, 1981.

4.The Company, with .the consent of the Minister of Finance, has power to hold land situate in Bermuda not exceeding    in all, including the following parcels:-

N/A

5.The authorised share capital of the Company is US$12,000.00 divided into shares of US$1.00 each. The minimum subscribed share capital of the Company is US$12,000.00

6.The objects for which the Company is formed and incorporated are:-

(i)as set out in paragraphs (b) to (n) and (p) to (u) inclusive of the Second Schedule to the Companies Act, 1981.

[next page is signature page]

Signed by each subscriber in the presence of at least one witness attesting the signature thereof:-

/s/ Ernest A. Morrison	/s/ [ILLEGIBLE]
ERNEST A. MORRISON
/s/ Gail E. Chamberlain	/s/ [ILLEGIBLE]
GAIL E. CHAMBERLAIN
/s/ Don S. Laurenceo	/s/ [ILLEGIBLE]
DON S. LAURENCEO	(Witnesses)

Subscribed this 21st day of January, 2003

EX-3.3

Exhibit 3.3

Bye-laws

of

GeoPark Holdings Limited

INTERPRETATION

1.In these Bye-laws unless the context otherwise requires:

“acting in concert” means persons who, pursuant to an agreement or understanding (whether formal or informal) actively co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate control (meaning a holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights of a company, irrespective of whether such holding or holdings gives de facto control) of that company;

“Admission” means admission of the Common Shares of the Company to trading on AIM becoming effective;

“AIM” means the AIM market of the London Stock Exchange plc;

“AIM Rules” means the rules published by the London Stock Exchange plc governing, inter alia, admission to AIM and the continuing obligations of companies whose securities have been admitted to trading on AIM, as amended from time to time;

“Alternate Director” means an alternate Director appointed in accordance with these Bye-laws;

“Associated Company” means:

1.1any company which is a subsidiary undertaking or parent undertaking of the Company;

1.2any company whose directors are accustomed to act in accordance with the direction or instruction of the Company; or

1.3any company, the capital of which the Company and any other company under the sub paragraphs above acting either alone or together is (or would be on the fulfilment of a condition or the occurrence of a contingency):

1.3.1able to exercise or control the exercise of more than twenty per cent. of the votes able to be cast at a general meeting on all, or substantially all matters; or

1.3.2able to appoint or remove directors holding a majority of voting rights at board meetings on all, or substantially all, matters.

“Annual General Meeting” means the general meeting of Members convened in accordance with Section 71(1) of the Companies Act;

“Auditors” means the auditors for the time being of the Company or, in the case of joint auditors, any one of them

“Bermuda” means the Islands of Bermuda;

“Chairman” means the chairman (if any) of the board of Directors or, where the context requires, the chairman of a general meeting of the Company;

“City Code” means The City Code on Takeovers and Mergers (including, so long as they are in force, the Substantial Acquisition Rules) (United Kingdom), as issued from time to time by or on behalf of the Panel;

“clear days” means, in relation to the period of a notice, that period excluding the day on which the notice is given or served or deemed to be given or served, and excluding the day for which it is given or on which it is to take effect;

“Common Shares” means common shares of par value US$0.001in the capital of the Company;

“Company” means the company incorporated in Bermuda under the name of GeoPark Holdings Limited on the 3rd day of February, 2003, and shall, where the context admits, be read and construed as a reference also to any member of the Group;

“Companies Act” means collectively The Companies Act, 1981 and every other statute governing companies and any statutory modification thereof from time to time in force in Bermuda insofar as the same apply to the Company;

“Connected” means, in the case of an individual:

1.1that individual’s spouse, civil partner, Relative, or the spouse or civil partner of such a Relative;

1.2any Associated Company of that individual;

1.3acting in his capacity as trustee of any trust the beneficiaries of which include (i) a Director, his spouse, civil partner, or any children or step-children of his; or an Associated Company; or of a trust whose terms confer power on the trustees that may be exercised for the benefit of a Director, his spouse, civil partner, or any children or step-children of his; or an Associated Company; or

1.4any person with whom he is in partnership, and with the spouse or Relative of any individual with whom he is in partnership;

“Control Contract” means a contract in writing conferring such a right which (a) is of a kind authorized by the constitutional documents of the undertaking in relation to which

2

the right is exercisable, and (b) is permitted by the law under which that undertaking is established.

the “Directors” means the duly appointed Directors of the Company for the time being;

“electronic communication” shall, subject to the Electronic Transactions Act, 1999 (Bermuda) and where the context so admits, mean a communication transmitted (whether from one person to another, from one device to another or from one person to a device or vice versa) by means of a telecommunication system or by other means but while in an electronic form;

“electronic record” shall bear the meaning given to it by the Electronic Transactions Act, 1999 (Bermuda);

“Employee Share Scheme” means any scheme for providing incentives to employees and directors of the Group involving share options, allocations of shares, share appreciation rights or other similar matters involving equity share capital of any member of the Group;

“equity share capital” means in relation to a company, that company’s issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in any distribution;

“General Principles” means the General Principles as set out in the City Code;

“Group” means the Company and its subsidiaries from time to time and “Group Company” shall mean any one of the said subsidiaries;

“Indemnified Person” means any Director, officer, Resident Representative, member of a committee duly constituted under Bye-law 166 and any liquidator, manager or trustee for the time being acting in relation to the affairs of the Company, and his heirs, executors and administrators;

“in writing” and “written” include typewriting, printing, lithography, photography, and other modes of representing or reproducing works in visible form;

“may” shall be construed as permissive;

“Member” means a person registered in the Register as a holder of shares in the Company, and when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register as one of such joint holders, or all of such persons as the context requires;

“Memorandum of Association” means the incorporation document that sets out, inter alia, the objects of the Company;

“paid up” means paid up or credited as paid up;

3

“Panel” means the Panel on Takeovers and Mergers in the United Kingdom, and from time to time any successor or replacement body thereof;

“President” means the Director for the time being appointed as president of the Company;

“Register” means the Register of Members of the Company;

“Registered Office” means the registered office for the time being of the Company;

“Register of Directors” means the Register of Directors and officers of the Company maintained by the Company in accordance with Section 92A of the Companies Act;

“Regulations” means the United Kingdom Uncertificated Securities Regulations 2001;

“Relative” means child, step-child, brother, sister, or other direct ancestor or lineal descendant;

“relevant system” means the computer-based system and procedures which enable title to shares to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters in accordance with the Regulations;

“Resident Representative” means the person appointed to perform the duties of resident representative of the Company set out in the Companies Act and includes any assistant or deputy representative;

“Resolution” means a resolution of the Members or, where required, of a separate class or separate classes of Members adopted either in general meeting or by written resolution, in accordance with the provisions of these Bye-laws;

“Seal” means the Common Seal of the Company and includes any duplicate thereof;

“Secretary” means the person appointed to perform the duties of the Secretary of the Company and includes an acting or assistant Secretary;

“Settlement” means any disposition, trust, covenant, agreement or arrangement pursuant to which any person transfers the legal title in property to another person or persons to be held for the benefit of the Settlor and/or a third party;

“Settlor” means, in relation to a settlement, any person by whom the Settlement was made, whether directly or indirectly, and including if he has provided or undertaken to provide funds directly or indirectly for the purpose of the Settlement, or has made with any other person a reciprocal arrangement for that other person to make or enter into the Settlement;

“shall” shall be construed as imperative;

“share” means share in the capital of the Company and includes a fraction of a share;

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“Special General Meeting(s)” means a general meeting at which a Special Resolution is to be proposed;

“Special Resolution” means a resolution passed by a majority of the Members who hold not less than 65 per cent. of the shares as (being entitled to do so) vote in person or by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given;

“Specified Place” means the place, if any, specified in the notice of any meeting of the Members, or adjourned meeting of the Members, at which the Chairman of the meeting shall preside;

“subsidiary” has the same meanings as in section 86 of the Companies Act, except that references in that section to a company shall include any body corporate or other legal entity, whether incorporated or established in Bermuda or elsewhere;

“subsidiary undertaking” an undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if

1.1it holds a majority of the voting rights in the undertaking, or

1.2it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or

1.3it has the right to exercise a dominant influence over the undertaking

1.3.1by virtue of provisions contained in the undertaking’s memorandum or articles, or

1.3.2by virtue of a Control Contract, or

1.4it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.

“Substantial Acquisition Rules” means The Rules Governing Substantial Acquisitions of Shares, as issued by or on behalf of the Panel and in force from time to time;

Words importing the singular number only include the plural number and vice versa.

Words importing the masculine gender only include the feminine and neuter genders respectively.

Words importing persons include companies or associations or bodies of persons, whether corporate or unincorporated.

Any words or expressions defined in the Companies Act shall have the same meaning when used herein except where otherwise expressly defined herein.

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For the purposes of these Bye-laws, a corporation shall be deemed to be present in person if its representative duly authorised pursuant to the Companies Act is present.

A reference to writing shall include typewriting, printing, lithography, photography and other modes of representing or reproducing words in a legible and non-transitory form.

A reference to anything being done by electronic means includes it being done by means of any electronic or other communications equipment or facilities, and reference to any communication being delivered or received, or being delivered or received at a particular place, includes the transmission of an electronic or similar communication, and to a recipient identified in such manner or by such means as the Directors may from time to time approve or prescribe, either generally or for a particular purpose.

A reference to a signature or to anything being signed or executed includes such forms of electronic signature or other means of verifying the authenticity of an electronic or similar communication as the Directors may from time to time approve or prescribe, either generally or for a particular purpose.

A reference to any statute or statutory provision (whether in Bermuda or elsewhere) includes a reference to any modification or re-enactment of it for the time being in force and to every rule, regulation or order made under it (or under any such modification or re-enactment) and for the time being in force, and any reference to any rule, regulation or order made under any such statute or statutory provision includes a reference to any modification or replacement of such rule, regulation or order for the time being in force.

In these Bye-laws:

1.1powers of delegation shall not be restrictively construed but the widest interpretation shall be given thereto;

1.2the word “Directors” in the context of the exercise of any power contained in these Bye-laws includes any committee consisting of one or more Directors, any Director holding executive office and any local or divisional Directors, manager or agent of the Company to which or, as the ease may be, to whom the power in question has been delegated;

1.3no power of delegation shall be limited by the existence or, except where expressly provided by the terms of delegation, the exercise of any other power of delegation; and

1.4except where expressly provided by the terms of delegation, the delegation of a power shall not exclude the concurrent exercise of that power by any other body or person who is for the time being authorised to exercise it under these Bye-laws or under another delegation of the powers.

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REGISTERED OFFICE

2.The Registered Office shall be at such place in Bermuda as the Directors shall from time to time appoint.

SHARE RIGHTS

3.

3.1The share capital of the Company at the date of adoption of these Bye-laws is US$5,171,949 divided into 5,171,949,000 Common Shares having a par value of US$0.001 each of which, subject as otherwise provided in these Bye-laws, shall rank pari passu with each other in all respects.

3.2Subject to any rights conferred by these Bye-laws on the holders of any shares or class of shares, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as the Company may in general meeting from time to time determine.

3.3The Company shall have the power, to purchase its own shares upon such terms and conditions as may be contained herein, or in the absence of any such provisions, on such terms as may be agreed upon between the Company and the prospective selling Member.

4.The Common Shares shall, subject to the other provisions of these Bye-laws, entitle the holders thereof to the following rights:

4.1as regards dividend:

after making all necessary provisions, where relevant, for payment of any preferred dividend in respect of any preference shares in the Company then outstanding, the Company shall apply any profits or reserves which the Directors resolve to distribute from time to time in paying such profits or reserves to the holder of the Common Shares in respect of their holding of such shares pari passu and pro rata to the number of Common Shares held by each of them;

4.2as regards capital:

on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Common Shares shall be entitled to be paid the surplus assets of the Company remaining after payment of its liabilities (subject to the rights of holders of any preferred shares in the Company then in issue having preferred

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rights on the return of capital) in respect of their holdings of Common Shares pari passu and pro rata to the number of Common Shares held by each of them;

4.3as regards voting in general meetings:

the holders of the Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company and every holder of Common Shares present in person or by proxy shall, on a poll, have one vote for each Common Share held by him;

4.4Subject to the Companies Act, any preference shares may, with the sanction of a Resolution of the Members, be issued on terms:

4.4.1that they are to be redeemed on a given date or otherwise in accordance with the terms of issue of the shares determined by the Company; and/or

4.4.2that they are liable to be redeemed at the option of the Company; and/or

4.4.3if authorised by the Memorandum of Association of the Company, that they are liable to be redeemed at the option of the holder.

4.5The redemption of preference shares hereunder shall be effected on such terms and in such manner as the Members of the Company shall, before the issue of such shares, determine by way of amendment of these Bye-laws and shall otherwise be in accordance with the terms of the Companies Act.

MODIFICATION OF RIGHTS

5.Subject to the Companies Act, all or any of the special rights for the time being attached to any class of shares (unless otherwise provided by the terms of issue of the shares of that class) may from time to time (whether or not the Company is being wound up) be varied with the consent in writing of the holders of not less than 65 per cent. of the issued shares of that class.  To every such separate general meeting, all the provisions of these Bye-laws relating to general meetings shall apply, so that the necessary quorum shall be two or more persons holding or representing by proxy twenty per cent. of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll; provided, however, that if the Company or a class of Members shall have only one Member, one Member present in person or by proxy shall constitute the necessary quorum.

6.The special rights conferred upon the holders of any class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of that class, be deemed to be altered by,

6.1the creation or issue of further shares ranking pari passu therewith;

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6.2the creation or issue for full value (as determined by the Directors) of further shares ranking as regards participation in the profits or assets of the Company or otherwise in priority to the shares; and / or

6.3the purchase or redemption by the Company of any of its own shares.

SHARES

7.The unissued shares of the Company shall be under the control of the Directors who may offer, allot, grant options over or otherwise dispose of them to such persons at such times and for such consideration and upon such terms and conditions as the Directors may determine.

8.The Directors shall not exercise any power to allot Relevant Securities (as defined in Bye-law 9 below) unless they are, in accordance with Bye-laws 8 to 14, authorised to do so by a Resolution of the Members in general meeting.

9.In these Bye-laws “Relevant Securities” means:

9.1shares in the Company (other than shares allotted pursuant to any Employee Share Scheme); and

9.2any right to subscribe for, or to convert any security (including any debt securities) into, shares in the Company (other than shares allotted pursuant to any Employee Share Scheme),

and a reference to the allotment of Relevant Securities includes the grant of such a right but (subject to Bye-law 13), not the allotment of shares pursuant to such a right, PROVIDED THAT Relevant Securities shall not include:

9.2.1shares in the Company allotted, or any right to subscribe for or convert any security into shares in the Company granted, in any such case as part of any offering of shares in the Company which culminate in Admission;

9.2.2shares in the Company allotted pursuant to any right granted before Admission (whether or not such right was expressed to be conditional on Admission); and

9.2.3the number of shares equal to one-third (1/3) of the issued share capital of the Company at Admission PROVIDED THAT the authority granted by this Bye-law 9.2.3 shall expire on 5th February 2011.

10.Authority under Bye-law 8 may be given for a particular exercise of the power or for its exercise generally, and may be unconditional or subject to conditions.

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11.Any authority under Bye-law 8 shall state the maximum amount of Relevant Securities that may be allotted under it and the date on which it will expire, which must be not more than 5 years from the date on which the Resolution is passed by virtue of which the authority is given, but such an authority may be previously revoked or varied by a Resolution of the Members in general meeting.

12.Any authority under Bye-law 8 may be renewed or further renewed by a Resolution of the Members in general meeting for a further period not exceeding 5 years, but the Resolution must state (or restate) the amount of Relevant Securities which may be allotted under the authority or, as the case may be, the amount remaining to be allotted under it, and must specify the date on which the renewed authority will expire.

13.In relation to any authority under Bye-law 8 for the grant of such rights as are mentioned in Bye-law 9.2, the reference in Bye-law 11 to the grant of such rights (and to the corresponding reference in Bye-law 12) to the maximum amount of Relevant Securities that may be allotted under the authority, is the maximum amount of shares which may be allotted pursuant to the rights.

14.The Directors may allot Relevant Securities, notwithstanding that authority under Bye-law 8 has expired, if they are allotted in pursuance of an offer or agreement made by the Company before the authority expired and the authority allowed it to make an offer or agreement which would or might require Relevant Securities to be allotted after the authority expired.

15.No breach of Bye-laws 8 to 14 shall affect the validity of any allotment of any Relevant Security.

16.Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares, so that a share in a fractional denomination shall have, in proportion to the fraction of a whole share that it represents, all the rights of a whole share, including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

17.The Directors may in connection with the issue of any shares, exercise all powers of paying commission and brokerage conferred or permitted by law and may satisfy any obligation in respect of such payments in cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

18.Except as ordered by a court of competent jurisdiction or as required by law no person shall be recognised by the Company as holding any share upon trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as otherwise provided in these Bye-laws) any other right in respect of any share except an absolute right to the entirety thereof in the registered holder.

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PRE-EMPTION RIGHTS

19.Subject to Bye-laws 27 to 30, the Company shall not allot any Equity Securities (as defined in Bye-law 25):

19.1on any terms to a person, unless it has made an offer to each person who holds Relevant Shares or Relevant Employee Shares (in each case as defined in Bye-law 25) to allot to him on the same or more favourable terms a proportion of those securities which is as nearly as practicable equal to the proportion in nominal value held by him (as the case may be) of the aggregate of Relevant Shares and Relevant Employee Shares; and

19.2to a person, unless the period during which any such offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made.

20.Bye-law 19 does not apply to a particular allotment of Equity Securities if those Equity Securities are, or are to be, wholly or partly paid up otherwise than in cash, and securities which the Company has offered to allot to a holder of Relevant Shares or Relevant Employee Shares may be allotted to him, or anyone in whose favour he has renounced his right to their allotment, without contravening Bye-law 19.1.  For these purposes, “paid up otherwise than in cash” means paid up otherwise than by cash received by the Company or a cheque received by the Company (in good faith which the Directors have no reason to suspect will not be paid), or a release of a liability of the Company for a liquidated sum or an undertaking to pay cash to the Company at a future date, and “cash” includes foreign currency.

21.Bye-law 19 does not apply to the allotment of securities which would, apart from a renunciation or assignment of the right to their allotment, be held under any Employee Share Scheme.

22.An offer to be made under Bye-law 19 shall be in writing and shall be made by giving a notice containing the offer to a holder of shares in accordance with Bye-laws 205 and 207.

23.The offer must state a period of not less than 21 days, during which it may be accepted and the offer shall not be withdrawn before the end of that period.

24.The provisions of Bye-laws 19 to 23 are without prejudice to any exclusions or other arrangements which the Directors may deem necessary or desirable in relation to fractional entitlements or due to legal or practical problems arising in or under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any matter whatsoever.

25.For the purpose of Bye-laws 19 to 23 and Bye-laws 27 to 30:

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25.1“Equity Security” means a Relevant Share (as defined in Bye-law 25.4) (other than a bonus share), or a right to subscribe for, or to convert securities (including any debt securities) into, Relevant Shares in the Company excluding:

25.1.1shares in the Company allotted, or any right to subscribe for or convert any security into shares in the Company granted as part of any offering of shares in the Company which culminate in Admission;

25.1.2shares in the Company allotted pursuant to any right granted before Admission (whether or not such right was expressed to be conditional on Admission); and

25.1.3such number of Relevant Shares, or a right to subscribe for, or to convert securities (including any debt securities) into, Relevant Shares in the Company, as are equal to ten (10) per cent. of the issued share capital of the Company at Admission PROVIDED THAT the authority granted by this Bye-law 25.1.3 shall expire at the Annual General Meeting of the Company in 2007;

25.2a reference to the allotment of Equity Securities or of Equity Securities consisting of Relevant Shares of a particular class includes the grant of a right to subscribe for, or to convert any securities into, Relevant Shares in the Company or (as the case may be) Relevant Shares of a particular class; but such a reference does not include the allotment of any Relevant Shares pursuant to such a right;

25.3“Relevant Employee Shares” means shares of the Company which would be Relevant Shares but for the fact that they are held by a person who acquired them in pursuance of any Employee Share Scheme;

25.4“Relevant Shares” means shares in the Company other than:

25.4.1shares which as respects dividends and capital carry a right to participate only up to a specified amount in a distribution; and

25.4.2shares which are held by a person who acquired them in pursuance of any Employee Share Scheme or, in the case of shares which have not been allotted, are to be allotted in pursuance of such a scheme; and

25.5a reference to a class of shares is to shares to which the same rights are attached as to voting and as to participation, both as respects dividends and as respects capital, in a distribution.

26.In relation to an offer to allot securities required by Bye-law 19.1, a reference in Bye-laws 19 to 23 and Bye-law 25 (however expressed) to the holder of shares of any description is to whoever was at the close of business on a date, to be specified in the

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offer and to fall in the period of 28 days immediately before the date of the offer, the holder of shares of that description.

DISAPPLICATION OF PRE-EMPTION RIGHTS

27.Where the Directors are generally authorised for purposes of Bye-laws 7 to 18, they may be given power by a Special Resolution to allot Equity Securities pursuant to that authority as if:

27.1Bye-laws 19 to 23 and Bye-law 25 did not apply to the allotment; or

27.2that Bye-laws 19 to 23 and Bye-law 25 applied to the allotment with such modifications as the Directors may determine,

and where the Directors make an allotment under Bye-laws 27 to 30, Bye-laws 19 to 23 shall have effect accordingly.

28.The power conferred by Bye-law 27 ceases to have effect when the authority to which it relates is revoked or would (if not renewed) expire, but if the authority is renewed, the power or (as the case may be) the Resolution may also be renewed, for a period not longer than that for which the authority is renewed, by a Special Resolution.

29.Notwithstanding that any such power or Resolution has expired, the Directors may allot Equity Securities in pursuance of an offer or agreement previously made by the Company, if the power or Resolution enabled the Company to make an offer or agreement which would or might require Equity Securities to be allotted after it expired.

30.A Special Resolution under Bye-law 27, or a Special Resolution under Bye-law 28 to renew such a Resolution, shall not be proposed unless it is recommended by the Directors and there has been circulated, with the notice of the meeting at which the Resolution is proposed, to the Members entitled to have that notice a written statement by the Directors setting out:

30.1their reasons for making the recommendation;

30.2the amount to be paid to the Company in respect of the Equity Securities to be allotted; and

30.3the Directors’ justification of that amount.

CERTIFICATES

31.No share certificates shall be issued by the Company unless, in respect of a class of shares, the Directors have either for all or for some holders of such shares (who may be determined in such manner as the Directors thinks fit) determined that the holder of such shares may be entitled to share certificates.  In the case of a share held jointly by several

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persons, delivery of a certificate to one of several joint holders shall be sufficient delivery to all.

31.1If a share certificate is worn out, defaced, lost or destroyed it may be replaced without fee but on such terms (if any) as to evidence and indemnity and to payment of the costs and out of pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Directors may think fit and, if the old certificate is worn out or defaced, on delivery of that certificate to the Company for cancellation.

31.2If the Bye-laws are amended in any way affecting anything contained in the certificates for issued shares, or it becomes desirable for any reason to cancel any outstanding certificate for shares and issue a new certificate therefore conforming to the rights of the holder, the Directors may order any holders of certificates for issued shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Directors.

32.(1)All certificates for shares, debentures or other securities of the Company (other than any securities issued pursuant to Section 272A of the Companies Act) shall be issued under the Seal of the Company or securities seal (or a facsimile thereof) and shall be signed manually or by facsimile by a Director or the Secretary or by a person authorised to do so.  Even though a Director, the Secretary or other duly authorised person who signed, or whose facsimile signature has been written, printed or stamped on, a certificate for shares shall have ceased by death, resignation or otherwise to be a Director, the Secretary or duly authorised person before such certificate is delivered by the Company, such certificate shall be as valid as though signed by a duly elected, qualified and authorised person.

33.Nothing in these Bye-laws shall prevent title to any securities of the Company from being evidenced and/or transferred without a written instrument in accordance with regulations made from time to time in this regard under the Companies Act, or otherwise, and the Directors shall have power to implement any arrangements which they may think fit for such evidencing and/or transfer which accord with those regulations.

34.Nothing in these Bye-laws shall prevent title to any securities of the Company from being evidenced and/or transferred without a written instrument in accordance with regulations made from time to time in this regard under the Companies Act, or otherwise, and the Directors shall have power to implement any arrangements which they may think fit for such evidencing and/or transfer which accord with those regulations.

(1)  28 July 2010 Amended, 2010 Annual General Meeting

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DEPOSITORY INTERESTS

35.The Directors shall, subject always to the Companies Act and the Regulations and the facilities and requirements of any relevant system concerned and these Bye-laws, have power to implement and/or approve any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of depository interests or similar interests, instruments or securities, and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares in the capital of the Company represented thereby.  The Directors may from time to time take such actions and do such things as they may, in their absolute discretion, think fit in relation to the operation of any such arrangements.

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LIEN

36.The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently payable or not, called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a Member, for all the debts and liabilities of that Member or his estate to the Company, whether the same shall have been incurred before or after notice to the Company of any interest of any person other than that Member and notwithstanding that the same are joint debts or liabilities of that Member or his estate and any other person, whether a Member or not.  The Company’s lien on a share shall extend to all dividends payable thereon.  The Directors may at any time waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this Bye-law 36.

37.The Company may sell, in such manner as the Directors may think fit, any share on which the Company has a lien but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen (14) days after a notice in writing, stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default of such payment has been served on the Member or the person entitled thereto by reason of his death or bankruptcy.

38.To give effect to any such sale, the Directors may authorise a person to transfer the shares sold to the purchaser thereof.  The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the sale.

39.The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or liability in respect of which the lien exists so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the shares at the date of sale.

40.Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares registered in any of the Company’s registers as held either jointly or solely by any Member or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Member by the Company on or in respect of any shares registered as aforesaid or for or on account or in respect of any Member and whether in consequence of:

40.1the death of such Member;

40.2the non-payment of any income tax or other tax by such Member;

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40.3the non-payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Member or by or out of his estate; or

40.4any other act or thing;

in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company liable to make additional payments in respect of sums withheld on account of the foregoing):

40.4.1the Company shall be fully indemnified by such Member or his executor or administrator from all liability;

40.4.2the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in any of the Company’s registers as held either jointly or solely by such Member for all monies paid or payable by the Company in respect of such shares or in respect of any dividends or other monies as aforesaid thereon or for or on account or in respect of such Member under or in consequence of any such law together with interest at the rate of fifteen (15) per cent. per annum thereon from the date of payment to date of repayment and may deduct or set off against such dividends or other monies payable as aforesaid any monies paid or payable by the Company as aforesaid together with interest as aforesaid;

40.4.3the Company may recover as a debt due from such Member or his executor or administrator wherever constituted, any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period aforesaid in excess of any dividends or other monies as aforesaid then due or payable by the Company; and

40.4.4the Company may, if any such money is paid or payable by it under any such law as aforesaid, refuse to register a transfer of any shares by any such Member or his executor or administrator until such money and interest as aforesaid is set off or deducted as aforesaid, or in case the same exceeds the amount of any such dividends or other monies as aforesaid then due or payable by the Company, until such excess is paid to the Company.

Subject to the rights conferred upon the holders of any class of shares, nothing herein contained shall prejudice or affect any right or remedy which any law may confer or purport to confer on the Company and as between the Company and every such Member as aforesaid, his estate representative, executor, administrator and estate wheresoever constituted or situate, any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

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CALLS ON SHARES

41.The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the par value of the shares or by way of premium) and not by the terms of issue thereof made payable at fixed times, and each Member shall (subject to the Company serving upon him at least fourteen (14) days notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified in the amount called on his shares.  A call may be revoked or postponed as the Directors may determine.

42.A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be required to be paid by instalments.

43.The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

44.If a sum called in respect of a share shall not be paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest wholly or in part.

45.Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal amount of the share or by way of premium,  shall for all the purposes of these Bye-laws be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable and, in case of non-payment, all the relevant provisions of these Bye-laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

46.The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the times of payment.

FORFEITURE OF SHARES

47.If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment by a date not less than fourteen (14) days from the date of the notice of so much of the call or instalment as is unpaid together with any interest which may have accrued.  The Directors may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Bye-laws to forfeiture shall include surrender.

48.If the requirements of such forfeiture notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments and interest due in respect thereof has been made, be forfeited by a

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resolution of the Directors to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

49.When any share shall have been so forfeited, notice of the forfeiture shall be served upon the person who was immediately before forfeiture the holder of the share and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice as aforesaid.

50.A forfeited share shall be deemed to be the property of the Company and the Directors may sell, re-allot or otherwise dispose of the same upon such terms and in such manner as they shall think fit and at any time before a sale, re-allotment or disposition, the forfeiture may be cancelled on such terms as the Directors may think fit.

51.Any person whose shares have been forfeited shall thereupon cease to be a Member in respect of the forfeited shares but shall, notwithstanding the forfeiture, remain liable to pay to the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares with interest thereon at such rate as the Directors may determine from the date of forfeiture until payment, and the Company may enforce payment without being under any obligation to make any allowance for the value of the shares forfeited.

52.An affidavit in writing that the deponent is a Director or the Secretary of the Company and that a share in the Company has been duly forfeited on the date stated in the affidavit shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration (if any) given for the share on any sale, re-allotment or disposition thereof and the Directors may authorise some person to transfer the share to the person to whom the same is sold, re-allotted or disposed of, and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale, re-allotment or disposal of the share.

REGISTER OF MEMBERS

53.The Secretary shall establish and maintain the Register at the Registered Office in the manner prescribed by the Companies Act.  Unless the Directors otherwise determine and subject to any period of closure permitted under the Companies Act, the Register shall be open for inspection in the manner prescribed by the Companies Act between 10.00 a.m. and 12.00 noon on every business day.  Unless the Directors so determine, no Member or intending Member shall be entitled to have entered in the Register or any branch register, any indication of any trust or any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share and if any such entry exists or is permitted by the Directors it shall not be deemed to abrogate any of the provisions of Bye-law 18.

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54.The Register or any branch register may be closed at such times and for such period as the Directors may from time to time decide, subject to the Companies Act.

DISCLOSURE OF INTERESTS IN SHARES AND COMPANY INVESTIGATIONS

55.For the purposes of Bye-laws 56 and 57 to 61:

55.1“Relevant Share Capital” means the Company’s issued share capital of any class carrying rights to vote in all circumstances at general meetings of the Company, and for the avoidance of doubt (a) where the Company’s share capital is divided into different classes of shares, references to Relevant Share Capital are to the issued share capital of each such class taken separately; and (b) the temporary suspension of voting rights in respect of shares comprised in issued share capital of the Company of any such class does not affect the application of Bye-laws 56 to 61 in relation to interests in those or any other shares comprised in that class;

55.2“interest” means, in relation to the Relevant Share Capital, any interest of any kind whatsoever in any shares comprised therein (disregarding any restraints or restrictions to which the exercise of any right attached to the interest in the share is, or may be, subject) and without limiting the meaning of “interest” a person shall be taken to have an interest in a share if:

55.2.1he enters into a contract for its purchase by him (whether for cash or other consideration); or

55.2.2not being the registered holder, he is entitled to exercise any right conferred by the holding of the share or is entitled to control the exercise or non-exercise of any such right; or

55.2.3he is a beneficiary of a trust where the property held on trust includes an interest in the share; or

55.2.4otherwise than by virtue of having an interest under a trust, he has a right to call for delivery of the share to himself or to his order; or

55.2.5otherwise than by virtue of having an interest under a trust, he has a right to acquire an interest in the share or is under an obligation to take an interest in the share,

whether in any case the contract, right or obligation is absolute or conditional, legally enforceable or not and evidenced in writing or not, and it shall be immaterial that a share in which a person has an interest is unidentifiable;

55.3a person is taken to be interested in any shares in which his spouse, civil partner or any infant child or step-child of his is interested, and “infant” means a person under the age of 18 years;

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55.4a person is taken to be interested in shares if a company is interested in them and:

55.4.1that company or its directors are accustomed to act in accordance with his directions or instructions; or

55.4.2he is entitled to exercise or control the exercise of one-third (1/3) or more of the voting power at general meetings of that company,

PROVIDED THAT (i) where a person is entitled to exercise or control the exercise of one-third (1/3) or more of the voting power at general meetings of a company and that company is entitled to exercise or control the exercise of any of the voting power at general meetings of another company (the “effective voting power”) then, for purposes of paragraph 55.4.2 above, the effective voting power is taken as exercisable by that person; and (ii) for purposes of this Bye-law 55.4, a person is entitled to exercise or control the exercise of voting power if he has a right (whether subject to conditions or not) the exercise of which would make him so entitled or he is under an obligation (whether or not so subject) the fulfilment of which would make him so entitled; and

55.5the provisions of Bye-laws 56 and 57 to 61 are in addition to any, and separate from, other rights or obligations arising at law or otherwise.

NOTIFICATION OF INTERESTS IN SHARES

56.

56.1Where a person:

56.1.1knows that he has acquired an interest in shares comprised in Relevant Share Capital or that any other person has acquired an interest in shares so comprised of which he is a registered holder, or ceases to be interested in shares comprised in Relevant Share Capital or knows that any other person has ceased to be interested in shares so comprised of which he is the registered holder (whether or not retaining an interest in other shares so comprised); or

56.1.2becomes aware that he has acquired an interest in shares comprised in Relevant Share Capital or that any other person has acquired an interested in shares so comprised of which he is a registered holder, or becomes aware that he has ceased to be interested in shares comprised in Relevant Share Capital or that any other person has ceased to be interested in shares so comprised of which he is the registered holder; or

56.1.3other than in circumstances within Bye-laws 56.1.1 or 56.1.2:-

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(a)is aware at the time when it occurs of any change of circumstances affecting facts relevant to the application of this Bye-law 56.1.3 to an existing interest of his in shares comprised in the Company’s share capital of any description or an existing interest of any other person in shares so comprised of which he is the registered holder; or

(b)otherwise becomes aware of any such facts (whether or not arising from any such change of circumstances),

then, (a)  in the circumstances as set out in Bye-law 56.2, he shall become obliged to notify the Company of his interests (if any), in shares; and (b) in the circumstances set out in Bye-law 56.3, he shall become obliged, to the extent he is lawfully able to do so, notify the Company of the interests of any other person in such shares of which he is the registered holder or, he shall use his reasonable endeavors to procure that such person notifies his interests in such shares to the Company.

56.2A Member shall notify the Company of his interests (if any) in Relevant Share Capital if:-

56.2.1he has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time;

56.2.2he had a notifiable interest immediately before the relevant time, but does not have such an interest immediately after it; or

56.2.3he had a notifiable interest immediately before the relevant time, and has such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after that time are not the same.

56.3A Member shall, to the extent he is lawfully able to do so, notify the Company of the interests of any other person in the Relevant Share Capital of which he is the registered holder, or use his reasonable endeavors to procure that such person makes such notification to the Company if:-

56.3.1such person has a notifiable interest immediately after the relevant time, but did not have such an interest immediately before that time; or

56.3.2such person had a notifiable interest immediately before the relevant time, but does not have such an interest immediately after it; or

56.3.3such person had a notifiable interest immediately before the relevant time, and has such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after that time are not the same.

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56.4Subject to the next following sentence, “percentage level”, in Bye-laws 56.2.3 and 56.3.3, means the percentage figure found by expressing the aggregate nominal value of all the shares comprised in the Relevant Share Capital concerned in which the person has interests immediately before or (as the case may be) immediately after the relevant time as a percentage of the nominal value of that Relevant Share Capital and rounding that figure down, if it is not a whole number, to the next whole number. Where the nominal value of the Relevant Share Capital is greater immediately after the relevant time than it was immediately before, the percentage level of the person’s interest immediately before (as well as immediately after) that time is determined by reference to the larger amount.

56.5For the purposes of Bye-laws 56.2, 56.3 and 56.4 “relevant time” means:-

56.5.1in a case within 56.1.1 or 56.1.3(a), the time of the relevant event or change of circumstances; and

56.5.2in a case within 56.1.2 or 56.1.3(b), the time at which the person became aware of the facts in question.

56.6A person who is interested in shares comprised in Relevant Share Capital has a “notifiable interest” at any time when the aggregate nominal value of the shares in which he has such interests is equal to or more than three (3) per cent. of the nominal value of that Relevant Share Capital.

56.7Any notification required by Bye-law 56.1 must be made in writing to the Company within the period of two (2) days next following the day on which that obligation arises.

56.8The notification shall specify the share capital of the Company to which it relates, and must also:-

56.8.1state the number of shares comprised in that share capital in which the person making the notification knows he (or any other relevant person) had interests immediately after the time when the obligation arose; or

56.8.2in a case where the person making the notification (or any other relevant person) no longer has a notifiable interest in shares comprised in that share capital, state that he (or that other person) no longer has that interest.

56.9A notification (other than one stating that a person no longer has a notifiable interest) shall include the following particulars, so far as known to the person making the notification at the date when it is made:-

56.9.1the identity of each registered holder of shares to which the notification relates and the number of such shares held by each of them; and

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56.9.2the nature of the relevant interests in such shares.

56.10A person who has an interest in shares comprised in shares comprised in Relevant Share Capital or know or becomes aware that any other person has an interest in shares so comprised of which he is the registered holder, that interest being notifiable, shall notify (or is applicable, use his reasonable endeavors to procure that such other person shall notify) the Company in writing:-

56.10.1of any particulars in relation to those shares which are specified in Bye-law 56.9; and

56.10.2of any change in those particulars,

of which in either case he becomes aware at any time after any interest notification date and before the first occasion following that date on which he comes under any further obligation of disclosure with respect to his interest in shares comprises in that share capital. A notification required under this Bye-law 56.10 shall be made within the period of two (2) days next following the day on which it arises. The reference to an “interest notification date”, in relation to a person’s interest in shares comprised in the Company’s Relevant Share Capital, is to either (a) the date of any notification made or procured by him with respect to his or any other person’s interest under this Bye-law 56.10; or (b) where he has failed to make or use his reasonable endeavors to procure a notification, the date on which the period allowed for making it came to an end.

56.11A person who at any time has an interest in shares which is notifiable is to be regarded under Bye-law 56.10 as continuing to have a notifiable interest in them unless and until the registered holder of the shares in question comes under obligation to make or use his reasonable endeavors to procure a notification stating that he (or any other relevant person) no longer has such an interest in those shares.

56.12The interests referred to in section 209 of the Companies Act 1985 of England and Wales shall be disregarded for the purposes of this Bye-law 56.12 if but only to the extent that such interests would be disregarded for the purposes of sections 198 to 202 of that Act were the Company a public company as defined therein incorporated in England and Wales. The Directors may (but shall not be obliged), upon the application of any person, declare that the requirements of this Bye-law 56 be disapplied in whole or in part and on such terms and conditions as they think fit with respect to a particular interest in the Relevant Share Capital held by any person or in respect of all such interest held by any particular person.

56.13Where a person authorises another (the “agent”) to acquire or dispose of, on his behalf, interests in shares comprised in the Relevant Share Capital, he shall secure that the agent notifies him immediately of acquisitions or disposals effected by the agent which will or may give rise to any obligation of disclosure

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imposed on him by this Bye-law 56.13 with respect to his interest in that share capital.

POWER OF THE COMPANY TO INVESTIGATE INTERESTS IN SHARES

57.The Company may by notice in writing request any person whom the Company knows or has reasonable cause to believe to be or, at any time during the three (3) years immediately preceding the date on which the notice is issued, to have been interested in shares comprised in the Relevant Share Capital:-

57.1to confirm that fact or (as the case may be) to indicate whether or not it is the case; and

57.2where he holds or has during that time held an interest in shares so comprised, to give such further information as may be requested in accordance with Bye-law 58.

58.A notice under Bye-law 57 may request the person to whom it is addressed:-

58.1to give particulars of his own past or present interest in shares comprised in the Relevant Share Capital (held by him at any time during the three (3) year period mentioned in Bye-laws 57);

58.2where the interest is a present interest and any other interest in the shares subsists or, in any case, where another interest in the shares subsisted during that three (3) year period at any time when his own interest subsisted, to give (so far as lies within his knowledge) such particulars with respect to that other interest as may be requested by the notice;

58.3where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.

59.The particulars referred to in Bye-laws 58.1 and 58.2 include particulars of the identity of persons interested in the shares in question and of whether persons interested in the same shares are or were parties to any agreement to which section 204 of the Companies Act 1985 of England and Wales applies or to any agreement or arrangement relating to the exercise of any right conferred by the holding of the shares.

60.A notice under Bye-law 57 shall request any information given in response to the notice to be given in writing within such time as may be specified in the notice, being a period not less than fourteen (14) days following services thereof.

61.Bye-laws 57 to 61 applies in relation to a person who has or previously had, or is or was entitled to acquire, a right to subscribe for shares in the Company which would on issue be comprised in Relevant Share Capital as it applies in relation to a person who is or was interested in shares so comprised, and to shares so comprised and reference in Bye-

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laws 57 to 61 to an interest in shares so comprised and to shares so comprised are to be read accordingly in any such case as including respectively any such right and shares which would on issue be so comprised.

POWERS IN RESPECT OF NON-COMPLIANCE WITH
BYE-LAWS 56 AND 61

62.If:-

62.1it shall come to the notice of the Directors that any Member has not, within the requisite period, made or, as the case may be, used its reasonable endeavors to procure the making for any notification required by Bye-law 56; or

62.2any Member, or any other person appearing to the Directors to be interested in any shares in the capital of the Company held by such Member has been served with a request notice under Bye-law 57 and does not within the period prescribed therein supply to the Company the information thereby requested,

the Company may (at the absolute discretion of the Directors) at any time thereafter by notice (a “restriction notice”) to such Member direct that, in respect of the shares in relation to which the default has occurred and any other shares held at the date of the restriction notice by the Member, or such of them as the Directors may determine from time to time (the “restricted shares” which expression shall include any further shares which are issued in respect of any restricted shares), the Member shall not, nor shall any transferee to which any of the shares are transferred other than pursuant to a permitted transfer pursuant to Bye-laws 63.3 below, be entitled to be present or to vote on any question, either in person or by proxy, at any general meeting of the Company or separate general meeting of the holders of any class of shares of the Company, or to be reckoned in a quorum.

63.Where the restricted shares represent at least 0.25 per cent. (in nominal value) of the issued shares of the same class as the restricted shares, then the restriction notice may also direct that:

63.1any dividend or any part thereof or other monies which would otherwise be payable on or in respect of the restricted shares shall be withheld by the Company, shall not bear interest against the Company, and shall be payable (when the restriction notice ceases to have effect) to the person who would but for the restriction notice have been entitled to them; and/or

63.2where an offer of the right to elect to receive shares of the Company instead of cash in respect of any dividend or part thereof is or has been made by the Company, any election made thereunder by such Member in respect of such restricted shares shall not be effective; and/or

63.3no transfer of any of the shares held by such Member shall be recognized or registered by the Directors unless (i) the transfer is a permitted transfer; or (ii) 

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the Member is not himself in default as regards making any notification under Bye-law 56 or supplying the requisite information required under Bye-law 57 (as the case may be) and the transfer, when presented for registration, is accompanied by a certificate by the Member in a form satisfactory to the Directors to the effect that after due and careful enquiry the Member is satisfied that none of the shares the subject of the transfer are restricted shares.

upon the giving of a restriction notice, its terms shall apply accordingly.

64.The Company shall send a copy of the restriction notice to each other person appearing to be interested in the shares the subject of such notice, but the failure or omission by the Company to do so shall not invalidate such notice.

65.Any restriction notice shall have effect in accordance with its terms until not more than seven (7) days after the Directors are satisfied that the default in respect of which the restriction notice was issued no longer continues but shall cease to have effect in relation to any shares which are transferred by such Member by means of a permitted transfer or in accordance with Bye-law 63.3 above on receipt by the Company of notice that a transfer as aforesaid has been made. The Company may (at the absolute discretion of the Directors) at any time, give notice to the Member cancelling, or suspending for a stated period the operation of, a restriction notice in whole or in part.

66.For the purposes of Bye-laws 62 to 65 a person shall be treated as appearing to be interested in any shares if the Member holding such shares has given to the Company a notification whether following service of a notice under Bye-law 57 or otherwise which either:

66.1names such person as being so interested; or

66.2(after taking into account any such notification and any other relevant information in the possession of the Company) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and

66.3a transfer of shares is a “permitted transfer”.

67.A “permitted transfer” for the purposes of Bye-laws 62 to 66 shall be if and only if:

67.1it is a transfer by way of, or in pursuance of, acceptance of a takeover offer for the Company meaning an offer to acquire all the shares, or all the shares of any class or classes, in the Company (other than shares which at the of the offer are already held by the offeror), being an offer on terms which are the same in relation to all the shares to which the offer related or, where those shares include shares of different classes, in relation to all the shares of each class; or

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67.2the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a third party not Connected with the transferring Member or with any other person appearing to the Directors to be interested in such shares; or

67.3the transfer results from a sale made on or through the London Stock Exchange or any stock exchange outside the United Kingdom on which the Company’s shares of the same class as the restricted shares are normally dealt in.

UNCERTIFICATED SHARES

68.Notwithstanding any provisions of these Bye-laws, the Directors shall have the power to implement any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of an uncertificated share (subject always to the Companies Act, the Regulations and facilities and requirements of the relevant system concerned). No provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding of shares in uncertified form. Unless otherwise determined by the Directors and permitted by the Companies Act and the Regulations, no person shall be entitled to receive a certificate in respect of any share for so long as the title to that share is evidenced otherwise than by a certificate and for so long as transfers of that share may be made otherwise than by a written instrument by virtue of the Regulations.

69.Conversion of a certified share into an uncertified share, and vice versa, may be made in such manner as the Directors may, in their absolute discretion, think fit (subject always to the Companies Act, the Regulations and the facilities and requirements of the relevant system concerned).

70.The Company shall enter onto the Register, how many shares are held by each Member in uncertificated form and in certificated form and shall maintain the Register in each case as required by the Companies Act and the Regulations and the relevant system concerned. Unless the Directors otherwise determine, holdings of the same holder or joint holders in certified form and uncertified form shall be treated as separate holdings (subject always to the Companies Act and the Regulations and the facilities and requirements of the relevant system concerned).

71.A class of share shall not be treated as two classes by virtue only of that class comprising both certificated shares and uncertificated shares or as a result of any provision of these Bye-laws or the Regulations which applies only in respect of certificated or uncertificated shares.

72.The Company shall be entitled, in accordance with the Companies Act and the Regulations and the requirements of the relevant system concerned, to require the conversion of an uncertificated share into certificated form to enable it to deal with that share in accordance with any provision in these Bye-laws.

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73.For the avoidance of doubt, a Member holding uncertificated shares may, in accordance with any arrangements implemented by the Directors under Bye-law 68 and subject to compliance with any applicable requirements of the Companies Act and the Regulations and the relevant system concerned, require such uncertificated shares to be converted into certificated shares.

TRANSFERS OF UNCERTIFICATED SHARES

74.All transfers of uncertificated shares shall be made in accordance with and be subject to the provisions of the Companies Act, the Regulations and the facilities and requirements of the relevant system and, subject thereto, in accordance with any arrangements made by the Directors pursuant to Bye-laws 68 to 73 and the electronic records generated during the course of such transfers of uncertificated shares shall constitute the instrument of transfer for the purposes of Bye-law 76 below).

TRANSFER OF SHARES

75.Subject to the Companies Act and to such of the restrictions contained in these Bye-laws as may be applicable, any Member may transfer all or any of his shares by an instrument of transfer in writing in the usual or common form or in such other form as the Directors may approve.  The instrument of transfer may be on the back of the share certificate.

76.

76.1The instrument of transfer of a share shall be signed by or on behalf of the transferor and in the case only of a nil or partly paid share in like manner by the transferee and if by an individual, in the presence of two witnesses and if by a company, in a manner prescribed by its charter.  The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof.  All instruments of transfer when registered may be retained by the Company.

76.2The Directors may decline to register any transfer of shares upon which the Company has a lien and in their absolute discretion without assigning any reason therefore (if required by law) , may decline to register any transfer of any share which is not a fully-paid share.  The Directors may also decline to register any transfer unless:

76.2.1the instrument of transfer has been duly stamped (if required by law) with any applicable Bermuda stamp duty and lodged with the Company, at its Registered Office or such other place as the Directors shall determine and of which notice shall be given, accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

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76.2.2the instrument of transfer is in respect of only one class of share; and

76.2.3where applicable, the permission of the Bermuda Monetary Authority or any other relevant governmental or regulatory authority with respect thereto has been obtained.

77.If the Directors decline to register a transfer they shall, within two (2) months after the date on which the instrument of transfer was lodged, send to the transferee notice of such refusal.

78.No fee shall be charged by the Company for registering any transfer, probate, letters of administration, certificate of death or marriage, power of attorney, distringas or stop notice, order of court or other instrument relating to or affecting the title to any share, or otherwise making an entry in the Register relating to any share (except that the Company may require payment of a sum sufficient to cover any tax or other government charge that may be imposed on it in connection with such transfer or entry).

TRANSMISSION OF SHARES

79.In the case of the death of a Member, the survivor or survivors, where the deceased was a joint holder, and the legal personal representatives of the deceased where he was sole holder, shall be the only person recognised by the Company as having any title to his shares; but nothing herein contained shall release the estate of a deceased holder (whether the sole or joint) from any liability in respect of any share held by him solely or jointly with other persons.

80.Any person becoming entitled to a share in consequence of the death or bankruptcy of a Member or otherwise by operation of applicable law may, upon such evidence being produced as may from time to time be required by the Directors as to his entitlement, be registered as the holder of the share or subject to the completion of the form of transfer in the usual or common form or in any such form approved by the Directors to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of the transfer of the share by that Member before his death or bankruptcy, as the case may be.

81.A person becoming entitled to a share in consequence of the death of a Member or otherwise by operation of applicable law shall, upon such evidence being produced as may from time to time be required by the Directors as to his entitlement, be entitled to receive and may give a discharge for any dividends or other moneys payable in respect of the share, but he shall not be entitled in respect of the share to receive notices of or to attend or vote at general meetings of the Company or, save as aforesaid, to exercise in respect of the share any of the rights or privileges of a Member until he shall have become registered as the holder thereof.  The Directors may at any time give notice requiring such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within sixty (60) days the Directors may thereafter

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withhold payment of all dividends and other moneys payable in respect of the shares until the requirements of the notice have been complied with.

82.Subject to any directions of the Directors from time to time in force, the Secretary may exercise the powers and discretions of the Directors under Bye-laws 79, 80 and 81.

INCREASE OF CAPITAL

83.The Company may from time to time, by Resolution passed at a general meeting and whether or not all of the existing authorised capital shall have been issued, increase its capital by such sum to be divided into shares of such par value as the Resolution shall prescribe.

84.The new shares shall be subject to all the provisions of these Bye-laws with reference to lien, the payment of calls, allotment, pre-emption, forfeiture, transfer, transmission and otherwise.

ALTERATION OF CAPITAL

85.

85.1The Company may from time to time in general meeting:

85.1.1divide its shares into several classes and attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions;

85.1.2consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

85.1.3subdivide its shares or any of them into shares of smaller par value than is fixed by its Memorandum of Association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;

85.1.4change the currency denomination of its share capital;

85.1.5make provision for the issue and allotment of shares which do not carry any voting rights; and

85.1.6cancel shares which, at the date of the passing of the Resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.

85.2Within the authority conferred by the Members in general meeting, the Directors may settle any issues relating to such division, consolidation or subdivision

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under this Bye-law 85 as they think fit and, in particular may arrange for the sale of any shares representing fractions and the distribution of the net proceeds of sale in due proportion among the Members who would have been entitled to the fractions, and for this purpose the Directors may authorise some person to transfer the shares representing fractions to the purchaser thereof, who shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

86.Subject to the Companies Act and to any confirmation or consent required by law or these Bye-laws, the Company may by Resolution in general meeting from time to time convert any preference shares into redeemable preference shares.

REDUCTION OF CAPITAL

87.Subject to the Companies Act, its Memorandum of Association and any confirmation or consent required by law or these Bye-laws, the Company may from time to time in general meeting authorise the reduction of its issued share capital or any capital redemption reserve fund or any share premium account in any manner.

88.In relation to any such reduction, the Company may in general meeting determine the terms upon which such reduction is to be effected including, in the case of a reduction of part only of a class of shares, those shares to be affected.

GENERAL MEETINGS

89.The Company shall hold an Annual General Meeting once in every calendar year in accordance with the requirements of the Companies Act on a day and at a time and place fixed by the Directors.  The Directors may, whenever they think fit, and shall, when required by the Companies Act, convene general meetings other than Annual General Meetings which shall be called Special General Meetings.  Special General Meetings may be convened by requisitionists in accordance with the Companies Act and in particular, but without limitation, by Members holding at the date of deposit of the requisition not less than one-tenth (1/10) of the paid up share capital of the Company as carries the right of voting at general meetings, in the event of the failure of the Directors so to do.

90.Except in the case of the removal of auditors and Directors, anything which may be done by Resolution in general meeting may, without a meeting and without any previous notice being required, be done by Resolution in writing, signed by all of the Members or their proxies, or in the case of a Member that is a corporation (whether or not a company within the meaning of the Companies Act) on behalf of such Member, being all of the Members of the Company who at the date of the Resolution in writing would be entitled to attend a meeting and vote on the Resolution.  Such Resolution in writing may be signed in as many counterparts as may be necessary.

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91.For the purposes of Bye-law 90, the date of the Resolution in writing is the date when the Resolution is signed by, or on behalf of, the last Member to sign, and any reference in any enactment to the date of passing of a Resolution is, in relation to a Resolution in writing, made in accordance with this section, a reference to such date.

92.A Resolution in writing made in accordance with Bye-law 90 is as valid as if it had been passed by the Company in general meeting or, if applicable, by a meeting of the relevant class of Members of the Company, as the case may be.  A Resolution in writing made in accordance with Bye-laws 90 to 92 shall constitute minutes for the purposes of the Companies Act and these Bye-laws.

NOTICE OF GENERAL MEETINGS

93.Any General Meeting shall be called by not less than twenty one (21) days’ notice in writing.  The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting, and, in the case of a Special General Meeting, the general nature of the business to be considered.  Notice of every general meeting shall be given in any manner permitted by Bye-law 205 to all Members and Directors other than such as, under the provisions of these Bye-laws or the terms of issue of the shares they hold, are not entitled to receive such notice from the Company.

94.Notwithstanding that a meeting of the Company is called by shorter notice than that specified in Bye-law 93, it shall be deemed to have been duly called if it is so agreed:

94.1in the case of any general meeting of a Company having only one Member, by that Member; or

94.2in the case of a meeting called as an Annual General Meeting, by all the Members entitled to attend and vote thereat; or

94.3in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety five (95) per cent. in nominal value of the shares giving that right.

95.The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to send such instrument of proxy to, or the non-receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting.

96.A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company, shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

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97.The Directors may cancel or postpone a meeting of the Members after it has been convened, and notice of such cancellation or postponement shall be served in accordance with Bye-law 205 upon all Members entitled to notice of the meeting so cancelled or postponed setting out, where the meeting is postponed to a specific date, notice of the new meeting in accordance with Bye-law 93.

PROCEEDINGS AND VOTING AT GENERAL MEETINGS

98.No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the appointment, choice or election of a Chairman, which shall not be treated as part of the business of the meeting.  At least two (2) Members present in person or by proxy shall be a quorum for all purposes, save that if the Company has only one (1) Member, that Member present in person or by proxy shall constitute a quorum.

99.If within thirty (30) minutes (or such longer time as the Chairman of the meeting shall determine to want) from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to such other day and such other time and place as the Directors shall determine.  If at such adjourned meeting, a quorum is not present within fifteen (15) minutes from the time appointed for holding the meeting, one (1) person entitled to vote on the business to be transacted, being a Member or a proxy for a Member or a duly authorised representative of a corporation which is a Member shall be a quorum.

100.Where a meeting is adjourned indefinitely, the Directors shall fix the time and place for the adjourned meeting.  Whenever a meeting is adjourned for fourteen (14) days or more or indefinitely, seven (7) clear days’ notice at the least, specifying the place, the day and time of the adjourned meeting and the general nature of the business to be transacted, shall be given in the same manner as in the case of an original meeting. Save as aforesaid, no Member shall be entitled to any notice of an adjournment or of the business to be transacted at any adjourned meeting.

101.The Chairman of the Directors (or if the Company has no Chairman of the Directors then the President) or, in his absence the deputy Chairman of the Directors (or if the Company has no deputy Chairman then the vice President) shall preside as Chairman at every General Meeting.  If there is no such Chairman and deputy Chairman (or President and vice President as the case may be), or if at any meeting neither of the Chairman and the deputy Chairman (or the President and the vice President as the case may be) is present within fifteen (15) minutes from the time appointed for holding the meeting, the Directors present shall elect one (1) of their number to act.  If no Director is present the Members present shall elect one (1) of their number to be Chairman of the meeting.

102.Subject to the Companies Act, a Resolution may be put to a vote at a general meeting of the Company or of any class of Members only if:

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102.1it is proposed by or at the direction of the Directors; or

102.2it is proposed at the direction of the court; or

102.3it is proposed on the requisition in writing of such number of Members as is prescribed by, and is made in accordance with, the relevant provisions of the Companies Act; or

102.4the Chairman of the meeting in his absolute discretion decides that the Resolution may properly be regarded as within the scope of the meeting.

103.No amendment may be made to a Resolution, at or before the time when it is put to a vote, unless the Chairman of the meeting in his absolute discretion decides that the amendment or the amended Resolution may properly be put to a vote at that meeting.

104.If the Chairman of the meeting rules a Resolution or an amendment to a Resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the Resolution in question shall not be invalidated by any error in his ruling.  Any ruling by the Chairman of the meeting in relation to a Resolution or an amendment to a Resolution shall be final and conclusive.

105.The Chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

106.In addition to any other power of adjournment conferred by law, the Chairman of the meeting may at any time without consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (or sine die) if, in his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed (prior to or at the meeting) by the Directors.  When a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for three (3) months or more or for an indefinite period, at least fourteen (14) clear days’ notice shall be given of the adjourned meeting.  Save as expressly provided by these Bye-laws, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

107.Subject to any rights or restrictions attached to any class of shares at any meeting of the Company, on a show of hands every Member present in person shall have one vote and on a poll, every Member shall be entitled to one vote for each share held by him.

108.Save where a greater majority is required by the Companies Act or these Bye-laws, any question proposed for consideration at a general meeting shall be decided by a simple majority of votes cast.

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109.If a share is held by two (2) or more joint holders, the Member whose name is listed first on the register shall be entitled to vote that share.

110.The Directors of the Company shall be entitled to notice of and to attend and be heard at any general meeting of the Members of the Company or any separate class thereof.

111.A Member who is a patient for any purpose under any statute or applicable law relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee, curator bonis appointed by such court and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as such Member for the purpose of general meetings of the Company.

112.No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

113.No objection shall be raised to the qualification of any voter or notice taken of any error in counting the votes cast except at the meeting or adjourned meeting at which the vote objected to is given or tendered or the error is committed, and every vote not disallowed at such meeting shall be valid for all purposes.  Any such objection made in due time shall be referred to the Chairman of the meeting and shall only vitiate the result of the voting if the Chairman of the meeting decides that such result has been affected thereby.  The decision of the Chairman of the meeting shall be final and conclusive.

114.At any general meeting, a Resolution put to the vote of the meeting shall be decided on a show of hands, unless before or on the declaration of the result of the show of hands a poll is demanded by:

114.1the Chairman of the meeting; or

114.2at least five (5) Members present in person or represented by proxy; or

114.3any Member or Members present in person or represented by proxy and holding between them not less than one tenth (1/10) of the total voting rights of all the Members having the right to vote at such meeting; or

114.4a Member or Members present in person or represented by proxy holding shares conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one tenth (1/10) of the total sum paid up on all such shares conferring such right.

115.Unless a poll is so demanded and the demand is not withdrawn in accordance with the foregoing Bye-law 114, a declaration by the Chairman of the meeting as to the result of the voting on a show of hands shall be final and conclusive, and any entry to that effect

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in the minute book of the Company shall be conclusive evidence of the fact without proof of the number of votes recorded for or against such Resolution.

116.If a poll is duly demanded, the result of the poll shall be deemed to be the Resolution of the meeting at which the poll is demanded.

117.A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith.  A poll demanded on any other question shall be taken in such a manner and either forthwith or at such time later in the meeting as the Chairman shall direct and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll.  It shall not be necessary (unless the Chairman otherwise directs) for notice to be given of a poll.

118.The demand for a poll shall not prevent the continuance of the meeting for the transaction of any business which is not related to the question on which the poll has been demanded.

119.A person entitled to more than one (1) vote on a poll need not use all his votes or cast all the votes he uses in the same way.

120.In the case of an equality of votes at a general meeting whether on a show of hands or on a poll, the Chairman of such meeting shall not be entitled to a second or casting vote and the motion under consideration shall fail.

121.A meeting of the Members or any class thereof may be held by means of such telephone electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and participation in such a meeting shall constitute presence in person at such a meeting.

122.If it appears to the Chairman of a general meeting that the Specified Place is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the Chairman is satisfied that adequate facilities are available, whether at the Specified Place or elsewhere, to ensure that each such person who is unable to be accommodated at the Specified Place is able to communicate simultaneously and instantaneously with the persons present at the Specified Place, whether by the use of microphones, loud-speakers, audio-visual or other communications equipment or facilities.

PROXIES AND CORPORATE
REPRESENTATIVES

123.

123.1The instrument appointing a proxy shall be in writing in any usual or common form or in such other form as the Directors may approve.  It shall be executed under the hand of the appointor or of his attorney authorised by him in writing or

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if the appointor is a corporation, either under its Seal or under the hand of an officer, attorney or other person authorised to sign the same.

123.2A Member may appoint any person as his proxy and any Member which is a corporation may by written authorisation, appoint any person (or two (2) or more persons in the alternative) as its representative to represent it and vote on its behalf at any general meeting (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member and the Member shall for the purposes of these Bye-laws be deemed to be present in person at any such meeting if a person so authorised is present at it.  The proxy or representative need not be a Member.

124.Any Member may appoint a proxy or (if a corporation) representative for a specific general meeting, and adjournments thereof, or may appoint a standing proxy or, if a corporation, a representative by depositing such appointment at the Registered Office of the Company or at such place or places as the Directors may otherwise specify for the purpose.  Any such standing proxy or appointment of representative shall be valid for all general meetings and adjournments thereof, or Resolutions in writing, as the case may be, until notice of revocation is received by the Secretary at the Registered Office or at such place or places as the Directors may otherwise specify for the purpose.  Where a standing proxy or appointment of representative exists, its operation shall be deemed to have been suspended at any general meeting or adjournment thereof at which the Member is present or in respect to which the Member has specially appointed a proxy or representative. The Directors may from time to time require such evidence as they shall deem necessary as to the due execution and continuing validity of any such standing proxy or authorisation and the operation of any such standing proxy or appointment of representative shall be deemed to be suspended until such time as the Directors determine that they have received the requested evidence or other evidence satisfactory to them.

125.The instrument appointing a proxy, together with any power of attorney under which it is signed or a notarially certified copy thereof or such other evidence as to its due execution as the Directors may from time to time require, shall be delivered at the Registered Office (or at such place as may be specified in the notice convening the meeting or in any notice of any adjournment or in either case or the case of a written Resolution in any document sent therewith) not later than forty eight (48) hours or such other period as the Directors may determine prior to the holding of the meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, before the time appointed for the taking of the poll, or, in the case of a written Resolution, prior to the effective date of the written Resolution and in default the instrument of proxy shall not be treated as valid.

126.The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a Resolution put to the meeting for

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which it is given as the proxy thinks fit.  The instrument of proxy shall unless the contrary is stated therein be valid as well for any adjournment of the meeting as for the meeting to which it relates provided always that no proxy votes shall be accepted at any such adjournment unless the instrument of proxy shall have been delivered prior to the original meeting in the manner and by the time specified in Bye-law 125 hereof.  If the terms of the appointment of a proxy include a power of substitution, any proxy appointed by substitution under such power shall be deemed to be the proxy of the Member who conferred such power.  All the provisions of these Bye-laws relating to the execution and delivery of an instrument or other form of communication appointing or evidencing the appointment of a proxy shall apply, mutatis mutandis, to the instrument or other form of communication effecting or evidencing such an appointment by substitution.  A Member who is the holder of two (2) or more shares may appoint more than one proxy to represent him and vote on his behalf, whether on show of hands or on a poll, at a general meeting of the Company or at a class meeting.

127.A vote given in accordance with the terms of an instrument of proxy or authorisation shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument of proxy or of the corporate authority, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Company at the Registered Office (or such other place as may be specified for the delivery of instruments of proxy or authorisation in the notice convening the meeting or other documents sent therewith) at least one (1) hour before the commencement of the meeting or adjourned meeting, or the taking of the poll, or the day before the effective date of any written Resolution at which the instrument of proxy or authorisation is used.

128.Subject to the Companies Act, the Directors may at their discretion waive any of the provisions of these Bye-laws related to proxies or authorisations and, in particular, may accept such verbal or other assurances as it thinks fit as to the right of any person to attend, speak and vote on behalf of any Member at general meetings or to sign written Resolutions. Subject to the Companies Act, the Directors may at their discretion determine the right of any person not being a Member or his proxy or a Director to attend any General meeting.

REGISTER OF DIRECTORS AND OFFICERS

129.The Secretary shall establish and maintain a Register of Directors at the Registered Office in the manner prescribed by the Companies Act.  The Register of Directors shall be open for inspection in the manner prescribed by the Companies Act between 10.00 am. and 12.00 noon on every business day.

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DIRECTORS

130.

130.1The number of directors shall not be less than three (3) and not more than such number as the Directors may from time to time determine.

130.2No share qualification shall be required of any Director of the Company.

131.The Directors shall be elected by the Members of the Company in the first place at the statutory meeting of the Company and annually thereafter.  Any one or more vacancies in the board of Directors not filled at any general meeting shall be deemed casual vacancies for the purposes of these Bye-laws.  Without prejudice to the power of the Company by Resolution in pursuance of any of the provisions of these Bye-laws to appoint any person to be a Director, the Directors, so long as a quorum of Directors remains in office, shall have power at any time and from time to time, subject to Bye-laws 130 to 140, to appoint any individual to be a Director so as to fill a casual vacancy. A Director so appointed shall hold office only until the next following Annual General Meeting (and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting).  If not reappointed at such Annual General Meeting, he shall vacate office at the conclusion thereof.

132.The removal of a Director shall be effected by Resolution of the Members in general meeting and otherwise in accordance with these Bye-laws.

133.Any person who may have been appointed to be an Alternate Director of the Company to a Director who has been removed from office shall cease to be an Alternate Director immediately upon the removal of such Director as aforesaid.

134.At every Annual General Meeting one third (1/3) of the Directors shall retire from office (or, if their number is not three (3) or a multiple of three, the number below but nearest to one-third (1/3) shall retire from office) but:

134.1if any Director has at the start of the Annual General Meeting been a Director for more than three (3) years since the later of his last appointment or re-appointment and the date of the adoption of these Bye-laws, he shall retire; and

134.2if there is only one Director who is subject to retirement by rotation, he shall retire.

135.Subject to these Bye-laws, and unless any Director or Directors voluntarily retire, the Directors to retire by rotation shall be those who have been a Director longest since their last appointment or re-appointment PROVIDED THAT no Directors are to retire at the Annual General Meeting to be held in 2006.  Subject to the preceding proviso as between persons who became or were last re-appointed Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.  The Directors to retire on each occasion (both as to number and identity) shall be

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determined by the composition of the Directors at the date of the notice convening the Annual General Meeting.  No Director shall be required to retire or be relieved from retiring or be retired by reason of any change in the number or identity of the Directors after the date of the notice but before the close of the meeting.

136.Any Director retiring by rotation at an Annual General Meeting will be eligible for re-appointment and will retain office until the close of the meeting at which he retires or (if earlier) until a Resolution is passed at that meeting not to fill the vacancy or the Resolution to re-appoint him is put to a vote at the meeting and is lost.

137.If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy, the retiring Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a Resolution for the re-appointment of the Director is put to the meeting and lost.

138.No person other than a Director retiring by rotation shall be appointed a Director at any general meeting unless:

138.1he is recommended by the Directors; or

138.2in the case of an Annual General Meeting, not less than one hundred and twenty (120) nor more than one hundred and fifty (150) days before the first anniversary of the date of the Company’s notice released to Members in connection with the prior year’s Annual General Meeting, a notice executed by a Member (not being the person to be proposed) has been received by the Secretary of the Company of the intention to propose such person for appointment, setting forth as to each person whom the Member proposes to nominate for election or re-election as a Director:

138.2.1the name, age, business address and residence address of such person;

138.2.2the principal occupation or employment of such person;

138.2.3the class, series and number of shares of the Company which are beneficially owned by such person;

138.2.4particulars which would, if he were so appointed, be required to be included in the Company’s Register of Directors; and

138.2.5all other information relating to such person that is required to be disclosed pursuant to the AIM Rules, together with notice executed by such person of his willingness to serve as a Director if so elected; PROVIDED THAT no Member shall be entitled to propose any person to be appointed, elected or re-elected Director at any Special General Meeting.

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139.Except as otherwise authorised by the Companies Act, the appointment of any person proposed as a Director shall be effected by a separate Resolution.

140.The provisions of section 93 of the Companies Act with respect to the removal of Directors by the Members shall not apply to the Company.

141.The office of a Director shall be vacated upon the happening of any of the following events:

141.1if he resigns his office by notice in writing delivered to the Secretary of the Company either at the Registered Office of the Company or tendered at a meeting of the Directors. Such resignation shall take effect at the time of receipt unless another time is specified.  The acceptance of such resignation shall not be necessary to make it effective;

141.2if he becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Directors resolve that his office is vacated;

141.3if he becomes bankrupt or compounds with his creditors;

141.4if he is prohibited by law from being a Director;

141.5if he otherwise ceases to be a director by virtue of the Companies Act or is removed from office pursuant to these Bye-laws;

141.6if he shall for more than six (6) consecutive months have been absent without permission of the Directors from meetings of the Directors held during that period and his Alternate Director (if any) shall not during such period have attended in his stead and the Directors resolves that his office be vacated;

141.7if the Company shall pass a Resolution of the Members at any general meeting convened and held in accordance with these Bye-laws to remove a Director before the expiry of his period of office, notwithstanding anything in these Bye-laws or in any agreement between the Company such Director, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than twenty eight (28) days before the meeting and at such meeting such Director shall be entitled to be heard on the motion for such Director’s removal.  Section 93 of the Companies Act shall not apply to the Company.  A vacancy on the Directors created by the removal of a Director under the provisions of this Bye-law 141.7 may be filled by the Members at the meeting at which such Director is removed and, in the absence of such election or appointment, the Directors may fill the vacancy as a casual vacancy.  A person appointed as a Director in place of a person removed under this Bye-law 141.7 shall be treated for the purpose of determining the time at which he or any other Director is to retire, as if he had become a Director on the day on which the person in whose

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place he is appointed was last appointed as a Director.  Any removal of a Director under this Bye-law 141.7 shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company and nothing in this Bye-law 141.7 shall have effect to deprive any person removed under it or any compensation or damages payable to him in respect of the termination of his appointment as a Director or of any appointment terminating with that as Director, or derogating from any power to remove a Director which may exist apart from this Bye-law 141.7; or

141.8at the Annual General Meeting of the Company immediately succeeding the day of which he shall attain the age of seventy (70) years provided that nothing shall preclude such Director from standing for re-election as a Director until the next Annual General Meeting of the Company at which, (and at each succeeding Annual General Meeting) he shall be required again to submit himself for re-election if he shall wish to remain in office.

ALTERNATE DIRECTORS

142.Any Director (other than an Alternate Director) may appoint any other Director, or any other person approved by resolution of the Directors and willing to act, to be an Alternate Director and may remove from office an Alternate Director so appointed by him.  Any appointment or removal of an Alternate Director by a Director shall be effected by depositing a notice of appointment or removal with the Secretary at the Registered Office, signed by such Director, and such appointment or removal shall become effective on the date of receipt by the Secretary.  Any Alternate Director may also be removed by resolution of the Directors.  An Alternate Director may also be a Director in his own right and may act as alternate to more than one Director.

143.An Alternate Director shall cease to be an Alternate Director:

143.1if his appointor ceases to be a Director; but, if a Director retires by rotation or otherwise but is reappointed or deemed to have been reappointed at the meeting at which he retires, any appointment of an Alternate Director made by him which was in force immediately prior to his retirement shall continue after his reappointment;

143.2on the happening of any event which, if he were a Director, would cause him to vacate his office as Director;

143.3if he is removed from office pursuant to Bye-law 142; or

143.4if he resigns his office by notice to the Company.

144.An Alternate Director shall be entitled to receive notices of all meetings of Directors, to attend, be counted in the quorum and vote at any such meeting at which any Director to whom he is alternate is not personally present, and generally to perform all the functions of any Director to whom he is alternate in his absence.

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145.Every person acting as an Alternate Director shall be subject in all respects to the provisions of these Bye-laws relating to Directors and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for any Director for whom he is alternate.  An Alternate Director may be paid expenses and shall be entitled to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director.  Every person acting as an Alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director).  The signature of an Alternate Director to any resolution in writing of the Directors or a committee of the Directors, shall unless the terms of his appointment provides to the contrary, be as effective as the signature of the Director or Directors to whom he is alternate.

DIRECTORS FEES AND REMUNERATION

146.Subject as hereinafter set out the ordinary remuneration of the Directors for their services (excluding amounts payable under any other provision of these Bye-laws) shall be determined by Directors and each such Director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Directors.  No Director shall vote or be counted in the quorum on any resolution concerning his own remuneration.  Each Director may be paid his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Directors or committees constituted pursuant to these Bye-laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director.

147.Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Directors go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Directors may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.

148.In addition to its powers under Bye-laws 146 and 147 the Directors may (by establishment of or maintenance of schemes or otherwise) provide additional benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Director or employee of the Company or any of its subsidiaries or any body corporate associated with, or any business acquired by, any of them, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

149.No Director or former Director shall be accountable to the Company or the Members for any benefit provided pursuant to Bye-laws 146 to 148 and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.

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DIRECTORS INTERESTS

150.Provided he has disclosed to the Directors the nature and extent of any Director’s indirect interest of his as required by the Companies Act, a Director, notwithstanding his office:

150.1may hold any other office with the Company in conjunction with his appointment as a Director for such period and upon such terms as the Directors may determine, and may be paid such extra remuneration by way of salary, as the Directors may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law;

150.2may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor of the Company;

150.3subject to the provisions of the Companies Act, may, be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested and be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is interested; and

150.4shall not by reason of his office be accountable to the Company for any benefit which he derives from any office or employment to which these Bye-laws allow him to be appointed or from any transaction or arrangement in which these Bye-laws allow him to be interested, and no such transaction or arrangement shall be liable to be avoided on the ground of any interest or benefit.

Subject to the Companies Act and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer or has an interest in any business entity and is to be regarded as interested in any transaction or arrangement made with that business entity, shall be sufficient declaration of interest in relation to any transaction or arrangement so made.

151.The Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest at the first opportunity at a meeting of the Directors or by writing to the Directors as required by the Companies Act.  Subject to the Companies Act, and any further disclosure required thereby, a general notice to the Directors by a Director declaring that he is a director or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that person, shall be sufficient declaration of interest in relation to any transaction or arrangement so made.

152.A Director may not vote on or be counted in the quorum in relation to a resolution of the Directors or of a committee of the Directors concerning a contract, arrangement,

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transaction or proposal to which the Company is or is to be a party and in which he has an interest which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise in or through the Company), but this prohibition does not apply to a resolution concerning any of the following matters:

152.1the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company;

152.2the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company for which he himself has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or indemnity or by the giving of security;

152.3a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

152.4a contract, arrangement, transaction or proposal to which the Company is or is to be a party concerning another company (including a subsidiary of the Company) in which he is interested (directly or indirectly) whether as an officer, Member, creditor or otherwise (a “relevant company”), if he does not to his knowledge hold an interest (as that term is used in Bye-law 55.2) in shares representing one (1) per cent. or more of either any class of the equity share capital of or the voting rights in the relevant company;

152.5a contract, arrangement, transaction or proposal for the benefit of the employees of the Company (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; and

152.6a contract, arrangement, transaction or proposal concerning the purchase or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons including Directors.

153.A Director may not vote on or be counted in the quorum in relation to a resolution of the Directors or committee of the Directors concerning his own appointment (including, without limitation, fixing or varying the terms of his appointment or its termination) as the holder of an office or place of profit with the Company or any company in which the Company is interested.  Where proposals are under consideration concerning the appointment (including, without limitation, fixing or varying the terms of appointment or its termination) of two or more Directors to offices or places of profit with the Company or a company in which the Company is interested, such proposals shall be divided and a separate resolution considered in relation to each Director.  In that case each of the Directors concerned (if not otherwise debarred from voting (under this Bye-

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law or otherwise)) is entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

154.If a question arises at a meeting as to the materiality of a Director’s interest (other than the interest of the Chairman of the meeting) or as to the entitlement of a Director (other than the Chairman) to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be referred to the Chairman and his ruling in relation to the Director concerned is conclusive and binding on all concerned.

155.If a question arises at a meeting as to the materiality of the interest of the Chairman of the meeting or as to the entitlement of the Chairman to vote or be counted in a quorum and the question is not resolved by his voluntarily agreeing to abstain from voting or being counted in the quorum, the question shall be decided by resolution of the Directors or committee members present at the meeting (excluding the Chairman) whose majority vote is conclusive and binding on all concerned.

156.For the purposes of these Bye-laws, the interest of a person who is Connected with a Director is treated as the interest of the Director and, in relation to an Alternate Director, the interest of his appointor is treated as the interest of the Alternate Director in addition to an interest which the Alternate Director otherwise has.  This Bye-law applies to an Alternate Director as if he were a Director.

157.Subject to the Act, the Members in general meeting may resolve to suspend or relax the provisions of this Bye-law to any extent or ratify any contract, arrangement, transaction or proposal not properly authorised by reason of a contravention of Bye-laws 150 to 157.

POWERS AND DUTIES OF DIRECTORS

158.Subject as may otherwise be required by the provisions of the Companies Act and these Bye-laws and subject to any directions given by the Company in general meeting, the Directors shall manage the business of the Company and may pay all expenses incurred in promoting and incorporating the Company and may exercise all the powers of the Company including, but not by way of limitation, the power to borrow money and to mortgage or charge all or any part of the undertaking property and assets (present and future) and uncalled capital of the Company and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or any other persons.  No alteration of these Bye-laws and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.  The powers given by this Bye-law 158 shall not be limited by any special power given to the Directors by these Bye-laws and a validly convened meeting of the Directors at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Directors.

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159.All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for money paid to the Company shall be signed drawn accepted endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

160.If, and for so long as the Company shall not be subject to the City Code, the provisions of this Bye-law 160 shall apply subject to the Companies Act and to applicable law, and to the Directors being satisfied that the application of this Bye-law 160 is, in any particular case, in the best interests of the Company.  In managing and conducting the business of the Company and in exercising or refraining from exercising any and all powers rights and privileges from time to time vested in it, the Directors shall use its reasonable endeavours:

160.1to apply and to have the Company abide by the General Principles mutatis mutandis as though the Company were subject to the City Code;

160.2if any circumstances shall arise under which (had the Company been subject to the City Code) the Company would be an offeree or otherwise the subject of an approach or the subject of a third party’s statement of firm intention to make an offer, to comply with and to procure that the Company complies with the provisions of the City Code applicable to an offeree company and the board of directors of an offeree company mutatis mutandis as though the Company were subject to the City Code; and

160.3in the event that (and in any case for so long as) the Directors recommend to Members of the Company or any class thereof any takeover offer made for any shares of the Company from time to time, to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and execution of the relevant offer(s) mutatis mutandis as though the Company were subject to the City Code,

but recognising that the Panel will not have jurisdiction (if and for so long as such may be the case).

161.The Directors may, from time to time, appoint one (1) or more of their body to be a managing Director or managing Directors of the Company, either for a fixed term or without any limitation as to the period for which he or they is or are to hold such office, and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places but without prejudice to any claim which either party may have against the other at the date of such removal or dismissal.

DELEGATION OF THE DIRECTORS’
POWERS AND DUTIES

162.The Directors may by power of attorney appoint any company, firm or person, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the

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Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Bye-laws) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also confer a power of substitution upon such attorney whereby he shall be authorised further to delegate all or any of the powers, authorities and discretions vested in him.

163.

163.1The Directors may entrust to and confer upon any Director or officer, any of the powers exercisable by them upon such terms and conditions with such restrictions as they think fit, and either collaterally with, or to the exclusion of, their own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

163.2The Directors may delegate any of their powers, authorities and discretions to committees, consisting of two (2) or more Directors as they think fit.  Any committee so formed shall, in the exercise of the powers authorities and discretions so delegated, conform to any directions which may be given to it by the Directors.

164.The meetings and proceedings of any committee of directors shall be governed by the provisions of Bye-law 166 which relate to meetings of the Directors so far as the same are applicable thereto.

165.When required under the requirements from time to time of any stock exchange on which the shares of the Company are listed, the Directors shall appoint an audit committee, a nomination committee and a compensation committee in accordance with the requirements of such stock exchange.  The Directors also may delegate any of its powers, authorities and discretions to any other committees, consisting of such person or persons (whether a member or members of its body or not) as it thinks fit, provided that the majority of members of each committee shall be Directors.  Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed upon it by the Directors.  The meetings and proceedings of a committee with two or more members shall be governed by the Bye-laws regulating the meetings and proceedings of the Directors so far as applicable and not superseded by regulations imposed by the Directors.

PROCEEDINGS OF THE DIRECTORS

166.Subject to the provisions of these Bye-laws, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.  Questions arising at any meeting shall be decided by a majority of votes.  In the case of an equality of votes the motion shall be deemed to have been lost.  A Director may, and

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the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

167.Notice of a meeting of the Directors may be given by telephone or otherwise and if by mail, cable or telex shall be sent to the last known address of each director or any other address given by him to the Company for this purpose. Notice may include the use of electronic communications delivered to an address which has been specified by a Director for the purpose of his receiving notices of meetings of the Directors by means of electronic communications. A Director may waive notice before or after the date of the meeting for which the notice is given.  It shall not be necessary to specify the business to be considered at the meeting.  The length of notice shall be reasonable in all the circumstances.

168.The quorum necessary for the transaction of the business of the Directors shall be fixed by the Directors and, unless fixed at any other number, shall be two (2).  In the event that a Director resigns at a meeting of the Directors it may be resolved that his resignation should take effect at the end of such meeting and that he be counted in the quorum and continue to act if otherwise a quorum of Directors would not be present.

169.So long as a quorum of Directors remains in office, the continuing Directors may act notwithstanding any vacancy in their number but if no quorum of Directors remains, the continuing Directors or a sole continuing Director may act only for the purpose of calling a general meeting.

170.The President (or Chairman as the case may be) shall act as Chairman of a Meeting of the Directors.  If at any meeting neither the President nor vice-President (or Chairman or deputy Chairman as the case may be) is present within fifteen (15) minutes after the time appointed for holding the same, the Directors present may choose one (1) of their number to act as Chairman of the meeting.

171.

171.1A resolution approved and signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors or of a committee of the Directors and taking the form of one or more documents in writing or facsimile, or other similar means of written communication from a duly authenticated source shall be as valid and effectual as if it had been passed at a meeting of the Directors or of such committee duly convened and held, such resolution to be effective on the date on which the last Director signs the resolution.  Such resolution may be contained in one (1) document or in several documents in the like form each signed by one (1) or more of the Directors or members of the committee concerned.

171.2Any one or more members of the board of Directors or any committee thereof may participate in a meeting of such Directors or committee by means of such telephone electronic or other communications facilities as permit all persons participating in the meeting to communicate with each other simultaneously and

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instantaneously and participation in such a meeting by such means shall constitute presence in person at a meeting.  Such meeting shall be deemed to take place where the largest group of those Directors participating in the meeting is physically assembled or, if there is no such group, where the Chairman of the Meeting is.

172.All acts done at any meeting of the Directors or any committee of the Directors or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

173.The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Bye-laws for regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations imposed by the Directors.

174.The Company may by resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Bye-laws prohibiting a Director from voting at a meeting of the Directors or of a committee of the Directors, or ratify any transaction not duly authorised by reason of a contravention of any such provisions.

175.Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two (2) or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and in such cases each of the Directors concerned (if not debarred from voting under the provisions of Bye-laws 152 or 153) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.

176.If a question arises at a meeting of the Directors or a committee of the Directors as to the entitlement of a Director to vote or be counted in a quorum, the question may, before the conclusion of the meeting, be referred to the Chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interests of the Director concerned have not been fairly disclosed.  If any such question arises in respect of the Chairman of the meeting, it shall be decided by resolution of the Directors (on which the Chairman shall not vote) and such resolution will be final and conclusive except in a case where the interests of the Chairman have not been fairly disclosed.

OFFICERS

177.The officers of the Company shall comprise a President and a vice-President or a Chairman and deputy Chairman who shall be Directors of the Company a Secretary and

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such other officers who may or may not be Directors (including additional vice-Presidents) as the Directors may from time to time determine.

178.The Directors shall as soon as possible after the election of Directors by the Members at the statutory meeting and at each Annual General Meeting thereafter choose or elect one of their number to be the President or the Chairman and another to be the vice-President or deputy Chairman respectively and in addition may appoint any person whether or not he is a Director to hold such other office as the Directors shall determine.  Any person elected or appointed pursuant to this Bye-law shall hold office for such period and upon such terms as may be fixed by the Directors.  Any such election or appointment may be revoked or terminated by the Directors but without prejudice to any claim for damages that such officer may have against the Company for any breach of any contract of service between him and the Company which may be involved in such revocation or termination.  Save as provided in the Companies Act or these Bye-laws, the powers and duties of the officers of the Company shall be such (if any) as are determined from time to time by the Directors.

179.Any appointment of a Director to an executive office shall terminate if he ceases to be a Director but without prejudice to any rights or claims which he may have against the Company by reason of such cessation.  A Director appointed to an executive office shall not ipso facto cease to be a Director if his appointment to such executive office terminates.

180.The emoluments of any Director holding executive office for his services as such shall be determined by the Directors, and may be of any description, and (without limiting the generality of the foregoing) may include admission to or continuance of membership of any scheme (including any share acquisition scheme) or fund instituted or established or financed or contributed to by the Company for the provision of pensions, life assurance or other benefits for employees or their dependants, or the payment of a pension or other benefits to him or his dependants on or after retirement or death, apart from membership or any such scheme or fund.

MINUTES

181.

181.1The Directors shall cause minutes to be made for the purpose of recording:-

181.1.1all appointments of officers made by the Directors;

181.1.2the names of the Directors and other persons (if any) present at each meeting of Directors and of any committee; and

181.1.3all proceedings at general meetings of the Company, at separate meetings of holders of any class of shares in the Company and at meetings of the Directors and committees.

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181.2Such minutes shall be duly entered in books provided for such purpose, and any minutes duly entered in the minute book signed by the Chairman of that meeting or by the Chairman of any succeeding meeting shall be receivable as prima facie evidence of the matters stated in such minutes.  A Resolution in writing made in accordance with Section 77A of the Companies Act or under Bye-law 171.1 hereof shall constitute minutes for the purpose of this Bye-law 181.2.

182.Members shall be entitled to see only the Register of Directors, the Register, the financial information provided for in Bye-law 203 and the minutes of meetings of the Members of the Company.

SECRETARY

183.The Secretary shall be appointed by the Directors at such remuneration (if any) and upon such terms as they may think fit and any Secretary so appointed may be removed by them.  The Secretary shall whenever possible, attend all meetings of the Company and of the Directors, keep correct minutes of such meetings and enter such minutes in proper books provided for the purpose.  The Secretary shall also perform such other duties including the preparation of written resolutions as shall from time to time be prescribed or delegated by the Directors.  The duties of the Secretary may when required be carried out by an assistant or acting Secretary or any other director or officer so authorised in that behalf by the Directors.

RESIDENT REPRESENTATIVE

184.The Company, where Section 130 of the Companies Act shall be applicable may appoint a Resident Representative in accordance with the Companies Act.  Any Resident Representative so appointed shall be deemed an officer of the Company for the purpose of Section 92A of the Companies Act.  The Resident Representative shall be entitled to receive notice of all meetings of the Directors and Members of the Company or any committee of the Directors and shall be entitled to attend, be heard at and to receive minutes of all proceedings of the Directors and Members of the Company or of any committee of the Directors, provided that accidental omission to give notice to the Resident Representative of any such meeting of the Members or the Directors or of any committee of the Directors shall not invalidate any action taken at any such meetings.

(2)THE SEAL

185.

185.1The Company may adopt a seal in such form as the Directors may determine. The Directors may adopt one or more duplicate seals for use outside Bermuda.

(2)  28 July 2010, Amended 2010 Annual General Meeting

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185.2A seal may, but need not be affixed to any deed, instrument, share certificate or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director; or (ii) any Officer; or (iii) the Secretary; or (iv) any person authorised by the Directors for that purpose

185.3The Secretary or a Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

186.LEFT BLANK

DIVIDENDS AND OTHER PAYMENTS

187.The Directors may from time to time declare and pay to Members in proportion to the number of shares held by them cash dividends or distributions out of contributed surplus to be paid to the Members according to their rights and interests in the profits including such interim dividends as appear to the Directors to be justified by the financial position of the Company.  The Directors, in their discretion, may determine that any dividend shall be paid in cash or shall be satisfied, subject to Bye-laws 195 and 196, in paying up in full shares in the Company to be issued to the Members credited as fully paid or partly paid or partly in one way and partly the other.  The Directors may also pay any fixed cash dividend which is payable on any shares of the Company half yearly or on such other dates, whenever the position of the Company, in the opinion of the Directors, justifies such payment.

188.Except insofar as the rights attaching to, or the terms of issue of, any share otherwise provide:

188.1all dividends may be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, and any amount paid up on a share in advance of calls may be treated for the purpose of this Bye-law as paid-up on the share;

188.2dividends may be apportioned and paid pro rata according to the amounts paid-up on the shares during any portion or portions of the period in respect of which the dividend is paid.

189.The Directors may deduct from any dividend payable to a Member by the Company all sums of money (if any) presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.

190.No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

191.Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his address in the Register or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his registered address as appearing in the

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Register.  Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first in the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.  Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

192.Any dividend unclaimed for a period of six (6) years from the date of declaration of such dividend shall be forfeited and shall revert to the Company and the payment by the Directors of any unclaimed dividend, interest or other sum payable on or in respect of the share into a separate account shall not constitute the Company a trust in respect thereof.

193.The Directors may direct payment or satisfaction of any dividend or distribution out of contributed surplus declared by them and which is to be satisfied wholly or in part by the distribution of specific assets, and in particular of paid-up shares or debentures of any other company, only with the sanction of the Company in general meeting and where any difficulty arises in regard to such dividend or distribution the Directors may settle it as they think expedient, and in particular, may authorise any person to sell and transfer any fractions or may ignore fractions altogether, and may fix the value for dividend or distribution purposes of any such specific assets and may determine that cash payments shall be made to any Members upon the basis of the values so fixed in order to secure equality of distribution and may vest any such specific assets in trustees as may seem expedient to the Directors provided that such dividend or distribution may not be satisfied by the distribution of any partly paid shares as debentures of any company without the sanction of a Resolution.

RESERVES

194.The Directors may, before recommending or declaring any dividend set aside out of the profits of the Company, such sums as they think proper as a reserve fund to be used to meet contingencies or for equalising dividends or for any other special purpose.  Pending the application of such reserve fund it may be invested in such manner as the Directors shall think fit.  The Directors may also without placing the same to reserve carry forward any sums which it may think it prudent not to distribute.

CAPITALISATION OF PROFITS AND SHARE PREMIUMS

195.The Directors may at any time and from time to time, resolve in general meeting to the effect that it is desirable to capitalise any undivided profits (including profits standing to the credit of any reserve or other special account) not required for the payment of any fixed dividend or any moneys held on any share premium account or any capital redemption reserve fund other than any reserve fund which may have been established according to the terms of issue of such capital and accordingly that either:

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195.1such amount be set free for distribution amongst the Members or any class of Members who would be entitled thereto if distributed by way of dividend and in the same proportions, on the basis that the same be not paid in cash but be applied either in or towards paying up amounts for the time being unpaid on any shares in the Company held by such Members respectively or in payment up in full of unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid amongst such Members, or partly in one way and partly in the other; or

195.2to such holders of Common Shares who may, in relation to any dividend or dividends, validly accept an offer or offers on such terms and conditions as the Directors may determine (and subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with legal or practical problems in respect of overseas Members or in respect of shares represented by depository receipts) to receive new Common Shares, credited as fully paid up, in lieu of the whole or any part of any such dividend or dividends (any such offer being called a “Scrip Dividend Offer”); and the Directors shall apply such sum on their behalf in paying up in full at par unissued shares (in accordance with the terms, conditions and exclusions or other arrangements of the Scrip Dividend Offer) to be allotted credited as fully paid up to such holders respectively,

provided that for the purpose of this Bye-law, a share premium account may be applied only in the paying up of unissued shares to be issued to such Members credited as fully paid and provided further that any sum standing to the credit of a share premium account may be applied only in crediting as fully paid shares of the same class as that from which the relevant share premium was derived.  The authority of the Company in general meeting, such authority not to end later than the fifth anniversary of the date at which the general meeting is held, shall be required before the Directors implement any Scrip Dividend Offer (which authority may extend to one or more offers).

196.Where any difficulty arises in regard to any distribution under the last preceding Bye-law, the Directors may settle the same as they think expedient and, in particular, may authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion, but not exactly so or may ignore fractions altogether, and may determine that cash payments should be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Directors.  The Directors may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

RECORD DATES

197.Notwithstanding any other provisions of these Bye-laws, the Company may fix by Resolution in general meeting any date as the record date for any dividend, distribution,

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allotment or issue of shares and for the purpose of identifying the persons entitled to receive notices of general meetings.  Any such record date shall be on or at any time before the date on which such dividend, distribution, allotment or issue is to be made or such notice is to be despatched or on or at any time before or after any date on which such dividend, distribution, allotment or issue is declared.

198.In relation to any general meeting of the Company or of any class of Members or to any adjourned meeting or any poll taken at a meeting or adjourned meeting of which notice is given, the Directors may specify in the notice of meeting or adjourned meeting or in any document sent to Members by or on behalf of the Directors in relation to the meeting, a time and date (a “record date”) and, notwithstanding any provision in these Bye-laws to the contrary, in such case:

198.1each person entered in the Register at the record date as a Member, or a Member of the relevant class, (a “record date holder”) shall be entitled to attend and to vote at the relevant meeting and to exercise all of the rights or privileges of a Member, or a Member of the relevant class, in relation to that meeting in respect of the shares, or the shares of the relevant class, registered in his name at the record date;

198.2as regards any shares, or shares of the relevant class, which are registered in the name of a record date holder at the record date but are not so registered at the meeting date (“relevant shares”), each holder of any relevant shares at the meeting date shall be deemed to have irrevocably appointed that record date holder as his proxy for the purpose of attending and voting in respect of those relevant shares at the relevant meeting (with power to appoint, or to authorise the appointment of, some other person as proxy), in such manner as the record date holder in his absolute discretion may determine; and

198.3accordingly, except through his proxy pursuant to Bye-law 198.2 above, a holder of relevant shares at the meeting date shall not be entitled to attend or to vote at the relevant meeting, or to exercise any of the rights or privileges of a Member, or a Member of the relevant class, in respect of the relevant shares at that meeting.

199.The entry of the name of a person in the Register as a record date holder shall be sufficient evidence of his appointment as proxy in respect of any relevant shares for the purposes of this paragraph, but all the provisions of these Bye-laws relating to the execution and deposit of an instrument appointing a proxy or any ancillary matter (including the Directors’ powers and discretions relevant to such matter) shall apply to any instrument appointing any person other than the record date holder as proxy in respect of any relevant shares.

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ACCOUNTING RECORDS

200.The Directors shall exercise a general supervision over the financial affairs of the Company and shall cause to be kept in accordance with such generally accepted accounting principles as the Directors may from time to time determine accounting records sufficient to give a true and fair view of the state of the Company’s affairs and to show and explain its transactions, in accordance with the Companies Act.

201.The records of account shall be kept at the Registered Office or at such other place or places as the Directors think fit, and shall at all times be open to inspection by the Directors

202.PROVIDED that if the records of account are kept at some place outside Bermuda, there shall be kept at an office of the Company in Bermuda, such records as will enable the Directors to ascertain with reasonable accuracy the financial position of the Company at the end of each three month period.  No Member (other than an officer of the Company) shall have any right to inspect any accounting record or book or document of the Company except as conferred by law or authorised by the Directors or by the Company in general meeting

203.A copy of every balance sheet and statement of income and expenditure, including every document required by law to be annexed thereto, which is to be laid before the Company in general meeting, together with a copy of the auditor’s report, shall be sent to each person entitled thereto in accordance with the requirements of the Companies Act.

AUDIT

204.Save and to the extent that an audit is waived in the manner permitted by the Companies Act, an auditor shall be appointed at each Annual General Meeting of the Company and his duties regulated in accordance with the Companies Act, any other applicable law and such requirements not inconsistent with the Companies Act as the Directors may from time to time determine.  The remuneration of the auditor shall be fixed by the Members in general meeting or referred by them to the Directors.

SERVICE OF NOTICES AND OTHER DOCUMENTS

205.Any notice or other document (including a share certificate) may be served on or delivered to any Member or Resident Representative appointed under Bye-law 184 hereof by the Company either personally or by sending it through the post (by airmail where applicable) in a pre-paid letter addressed to such Member or Resident Representative at his address as appearing in the Register or Register of Directors or by sending it by courier to such registered address, or by sending it by email to an address supplied by such Member for the purpose of the receipt of notices or documents in electronic form or by delivering it to or leaving it at such registered address.  In the case of joint holders of a share, service or delivery of any notice or other document on or to one of the joint holders shall for all purposes be deemed as sufficient service on or

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delivery to all the joint holders.  Any notice or other document if sent by post shall be deemed to have been served or delivered forty-eight (48) hours after it was put in the post, and when sent by courier, twenty-four (24) hours after sending, or, when sent by email, twelve (12) hours after sending and in proving such service it shall be sufficient to prove that the notice or document was properly addressed, stamped and committed to the post sent by courier or sent by email as the case may be.

206.Any notice of a general meeting of the Company shall be deemed to be duly given to a Member or a Director or Resident Representative if it is sent to him by courier, cable, telex,  telecopier or email or other mode of representing or reproducing words in a legible and non-transitory form at his address as appearing in the Register or Register of Directors respectively or any other address advised by him in writing to the Secretary of the Company for this purpose.  Any such notice shall be deemed to have been served twenty-four (24) hours after its despatch when sent by courier, cable, telex or telecopier and twelve (12) hours after its despatch when sent by email.

207.Any notice or other document delivered, sent or given to a Member in any manner permitted by these Bye-laws shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed as sufficient service or delivery of such notice or document on all persons, interested (whether jointly with or as claiming through or under him) in the share.

208.If any time, by reason of the suspension or curtailment of postal services within Bermuda or any other territory, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice advertised in at least one national newspaper published in the territory concerned and such notice shall be deemed to have been duly served on each person entitled to receive it in that territory on the day, or on the first day, on which the advertisement appears.  In any such case the Company shall send confirmatory copies of the notice by post if at least five (5) clear days before the meeting the posting of notices to addresses throughout that territory again becomes practicable.

WINDING UP

209.If the Company shall be wound up, the liquidator may, with the sanction of a Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of a property of the same kind or not) and may for such purposes set such values as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members.  The liquidator may, with the like sanction,

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vest the whole or any part of such assets in trustees upon such trust for the benefit of the contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other assets upon which there is any liability.

AMALGAMATION

210.Any Resolution proposed for consideration at any general meeting to approve the amalgamation of the Company with any other company, wherever incorporated, shall require the approval of:

210.1a majority of the Directors; and

210.2the Members, by a Special Resolution.

CONTINUANCE

211.Any Resolution proposed for consideration at any general meeting to approve the continuation of the Company to a jurisdiction outside of Bermuda, shall require the approval of:

211.1a majority of the Directors; and

211.2the Members, by Special Resolution.

INDEMNITY

212.

212.1The Directors, Secretary and other officers for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts, and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT, this

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indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

212.2Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company provided, however, that such waiver shall not apply to any claims or rights of action arising out of the fraud or dishonesty of such Director or to recover any gain, personal profit or advantage to which such Director is not legally entitled.

212.3Subject to the provisions of the Companies Act, but without prejudice to any indemnity to which he may otherwise be entitled, every Director, Alternate Director, Secretary or other officer of the Company (except the Auditors) shall be entitled to be indemnified out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that this Bye-law 212.3 shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Bye-law 212.3, or any element of it, to be treated as void under Companies Act.

212.4Subject to the provisions of the Companies Act, the Directors may purchase and maintain insurance at the expense of the Company for the benefit of any person who is or was at any time a Director or other officer (excluding the Auditors) or employee of the Company or of any other company which is a subsidiary or subsidiary undertaking of the Company or in which the Company has an interest whether direct or indirect or who is or was at any time a trustee of any pension fund or employee benefits trust in which any employee of the Company or of any such other company or subsidiary undertaking is or has been interested indemnifying such person against any liability which may attach to him or loss or expenditure which he may incur in relation to anything done or alleged to have been done or omitted to be done as a Director, officer, employee or trustee.

DESTRUCTION OF DOCUMENTS

213.The Company shall be entitled to destroy all instruments of transfer of shares which have been registered and all other documents on the basis of which any entry is made in the Register at any time after the expiration of six (6) years from the date of registration thereof and all dividends mandates or variations or cancellations thereof and notifications of change of address at any time after the expiration of two (2) years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one (1) year from the date of cancellation thereof and all paid dividend warrants and cheques at any time after the expiration of one (1) year from the date of actual payment thereof and all instruments of proxy which have been used for the purpose of a poll at any time after the expiration of one (1) year from the date of such use and all instruments of proxy which have not been used for the purpose of a

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poll at any time after one (1) month from the end of the meeting to which the instrument of proxy relates and at which no poll was demanded. It shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer so destroyed was a valid and effective instrument duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and that every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company, provided always that:-

213.1the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;

213.2nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Bye-law; and

213.3references herein to the destruction of any document include references to the disposal thereof in any manner.

UNTRACED SHAREHOLDERS

214.The Company shall be entitled to sell, at the best price reasonably obtainable, the shares of a Member or the shares to which a person is entitled by virtue of transmission on death, bankruptcy or otherwise by operation of law if and provided that:

214.1during a period of six (6) years, no dividend in respect of those shares has been claimed and at least three (3) cash dividends have become payable on the shares in question;

214.2on or after expiry of that period of six (6) years, the Company has inserted an advertisement in a newspaper circulating in the area of the last registered address at which service of notices upon the Member or person entitled by transmission may be effected in accordance with these Bye-laws and in a national newspaper published in the relevant country, giving notice of its intention to sell such shares;

214.2.1during that period of six (6) years and the period of three (3) months following the publication of such advertisement, the Company has not received any communication from such Member or person entitled by transmission; and

214.2.2if so required by the rules of any securities exchange upon which the shares in question are listed for the time being, notice has been

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given to that exchange of the Company’s intention to make such sale.

214.3To give effect to such sale, the Directors may authorize some other person to execute an instrument of transfer of the shares sole to, or in accordance with the directions of, the purchaser and an instrument of transfer executed by that person shall be as effective as if it had been executed by the holder of, or person entitled by transmission to, the shares. The transferee shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity in, or invalidity of, the proceedings in reference to the sale.

214.4The net proceeds of sale shall belong to the Company which shall be oblige to account to the former Member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former Member or other person in the books as a creditor for such amount. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Directors from time thinks fit.

ALTERATION OF BYE-LAWS

215.These Bye-laws may be amended from time to time by the Directors, subject to the approval of the Members by a Special Resolution.

TAKEOVER PROVISIONS

216.A person must not (other than solely as custodian or depository (or nominee thereof) under any arrangements implemented and/or approved by the Directors under Bye-law 35):

216.1effect or purport to effect a Prohibited Acquisition (as defined in Bye-law 218.9);

216.2except as a result of a Permitted Acquisition (as defined in Bye-law 218.8):

216.2.1whether by himself, or with persons determined by the Directors to be acting in concert with him, acquire after the date that this Bye-law 216 shall come into effect (“the Effective Date”) shares of the Company which, taken together with shares held or acquired after the Effective Date by persons determined by the Directors to be acting in concert with him, carry thirty (30) per cent. or more of the voting rights attributable to Common Shares of the Company; or

216.2.2whilst he, together with persons determined by the Directors to be acting in concert with him, holds not less than thirty (30) per cent., but not more than fifty (50) per cent. of the voting rights

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attributable to Common Shares of the Company, acquire after the Effective Date, whether by himself or with persons determined by the Directors to be acting in concert with him, additional shares which, taken together with shares held by persons determined by the Directors to be acting in concert with him, increases his voting rights attributable to Common Shares of the Company (each of 216.2.1 and 216.2.2 being a “Limit”).

217.Where any person breaches any Limit, except as a result of a Permitted Acquisition, or becomes interested in any shares of the Company as a result of a Prohibited Acquisition, that person is in breach of these Bye-laws.

218.The Directors may do all or any of the following where it has reason to believe that any Limit is or may be breached, or any Prohibited Acquisition has been or may be effected:

218.1require any Member or person appearing or purporting to be interested in any shares of the Company to provide such information as the Directors considers appropriate to determine any of the matters under Bye-laws 216 to 222;

218.2have regard to such public filings as it considers appropriate to determine any of the matters under Bye-laws 216 to 222;

218.3make such determinations under Bye-laws 216 to 222 as it thinks fit, either after calling for submissions from affected Members or other persons or without calling for such submissions;

218.4determine that the voting rights attached to such number of shares held by such persons as the Directors may determine are held, or in which such persons are or may be interested, in breach of Bye-laws 216 to 222 (“Excess Shares”) are from a particular time incapable of being exercised for a definite or indefinite period;

218.5determine that some or all of the Excess Shares must be sold;

218.6determine that some or all of the Excess Shares will not carry any right to any dividends or other distributions from a particular time for a definite or indefinite period; or

218.7take such other action as it thinks fit for the purposes of Bye-laws 216 to 222 including:

218.7.1prescribing rules (not inconsistent with Bye-laws 216 to 222);

218.7.2setting deadlines for the provision of information;

218.7.3drawing adverse inferences where information requested is not provided;

218.7.4making determinations or interim determinations;

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218.7.5executing documents on behalf of a Member;

218.7.6converting any Excess Shares held in uncertificated form into certificated form, or vice versa or correcting any Excess Shares represented by depository interests issued in uncertificated form under Bye-law 35 into shares in certificated form;

218.7.7paying costs and expenses out of proceeds of sale; and

218.7.8changing any decision or determination or rule previously made.

218.8An acquisition is a “Permitted Acquisition” if:

218.8.1the Directors, acting in accordance with their fiduciary duties, consent to the acquisition (even if, in the absence of such consent, the acquisition would be a Prohibited Acquisition);

218.8.2the acquisition is made in circumstances in which the City Code, if it applied to the Company, would require an offer to be made as a consequence and such offer is made in accordance with Rule 9 of the City Code, as if it so applied;

218.8.3the acquisition arises from repayment of a stock-borrowing arrangement (on arm’s length normal commercial terms); or

218.8.4a person breaches a Limit only as a result of the circumstances referred to in Bye-law 221.

218.9An acquisition is a “Prohibited Acquisition” if:

218.9.1so long as the Substantial Acquisition Rules are in force, the Substantial Acquisition Rules; or

218.9.2Rules 4, 5, 6 or 8 of the City Code,

would in whole or part apply to the acquisition if the Company were subject to the City Code and the acquisition were made (or, if not yet made, would if and when made be) in breach of or otherwise would not comply with the Substantial Acquisition Rules, so long as such rules are in force, or Rules 4, 5, 6 or 8 of the City Code.

219.The Directors have full authority to determine the application of Bye-laws 216 to 222, including as to the deemed application of the whole or any part of the City Code.  Such authority shall include all discretion vested in the Panel as if the whole or any part of the City Code applied including, without limitation, the determination of conditions and consents, the consideration to be offered and any restrictions on the exercise of control.  Any resolution or determination of, or decision or exercise of any discretion or power by, the Directors or any Director or by the Chairman of any meeting acting in

65

accordance with their fiduciary duties and in good faith under or pursuant to the provisions of this Bye-law 219 shall be final and conclusive; and anything done by, or on behalf of, or on the authority of, the Directors or any Director acting in accordance with their fiduciary duties and in good faith pursuant to the provisions of this Bye-law 219 shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever.  The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Bye-law 219.

220.Any one or more of the Directors may act as the attorney(s) of any Member in relation to the execution of documents and other actions to be taken for the sale of Excess Shares determined by the Directors under Bye-law 219.

221.If as a consequence of the Company redeeming or purchasing its own shares, there is a resulting increase in the percentage of the voting rights attributable to the Common Shares held by a person or persons determined by the Directors to be acting in concert and such an increase would constitute a breach of any Limit, such an increase shall be deemed a Permitted Acquisition.

222.Bye-laws 216 to 222 shall have effect only during such times as the City Code does not apply to the Company.

ELECTRONIC COMMUNICATIONS

223.A notice of general meeting or other document may, instead of being sent to the Member in any of the ways specified in Bye-laws 174 to 176 inclusive and subject to the Companies Act and to the extent permitted by law, be given to a Member by the Company by publishing the notice on a website, provided that the following conditions are met:

223.1the Member and the Company have agreed that notices of general meetings may be accessed by the Member on a web site instead of being sent to the Member in one of the ways specified in Bye-laws 174 to 176 inclusive; and

223.2the meeting (in the case of a notice of meeting) or other document (in any other case) is one to which that agreement applies; and

223.3the Member is given a notification, in the manner agreed for the time being between the Member and the Company, containing the following information:

223.3.1the fact that the notice or document has been published on the website;

223.3.2the address of the website;

223.3.3the place on the website where the notice may be accessed and how it may be accessed;

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223.3.4a statement that it concerns a notice of general meeting;

223.3.5the place, date and time of the general meeting; and

223.3.6whether the general meeting is to be an Annual or Special General Meeting.

223.4in the case of a notice of meeting, such notice of meeting is published in accordance with Bye-law 225; and

223.5in the case of a document referred to in section 87 of the Companies Act and in the case of a document comprising a summary financial statement referred to in section 87A of the Companies Act, such document is published in accordance with Bye-law 225.

224.A notice given under this Bye-law is deemed to be given at the time of the notification under Bye-law 223.3.

225.Where a notice of meeting or other document is required by Bye-laws 223.4 or 223.5 to be published in accordance with this Bye-law, it shall be treated as so published only if:

225.1in the case of a notice of meeting, the notice is published on the website throughout the period beginning with the giving of the notification referred to in Bye-law 224 and ending with the conclusion of the relevant meeting; and

225.2in the case of a document referred to in Bye-law 223.5, the document is published on the website throughout the period beginning at least twenty one (21) days before the date of the relevant meeting and ending with the conclusion of the meeting and the notification referred to in Bye-law 223.3 is given not less than twenty one (21) days before the date of the meeting,

but so that nothing in this Bye-law shall invalidate the proceedings of the meeting where the notice or other document is published for a part, but not all, of the period mentioned in Bye-law 225.1 or, as the case may be, Bye-law 225.2 and the failure to publish the notice or other document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the Company to prevent or avoid.

226.The Directors may from time to time make such arrangements or regulations (if any) as they may from time to time in their absolute discretion think fit in relation to the giving of notices or other documents by electronic communication by or to the Company and otherwise for the purpose of implementing and/or supplementing the provisions of these Bye-laws in relation to electronic communication; and such arrangements and regulations (as the case may be) shall have the same effect as if set out in this Bye-law.

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EX-3.4

Exhibit 3.4

BYE-LAWS

OF

GEOPARK LIMITED

(as adopted by special resolution of the Shareholders

with effect on [] 2013)

TABLE OF CONTENTS

		Page
1.	DEFINITIONS AND INTERPRETATION	1
2.	POWER TO ISSUE SHARES	3
3.	POWER OF THE COMPANY TO PURCHASE ITS SHARES	4
4.	RIGHTS ATTACHING TO SHARES	4
5.	SHARE CERTIFICATES	5
6.	FRACTIONAL SHARES	6
7.	REGISTER OF SHAREHOLDERS	6
8.	REGISTERED HOLDER ABSOLUTE OWNER	6
9-.	TRANSFER OF REGISTERED SHARES	6
11.	TRANSMISSION OF REGISTERED SHARES	7
12.	POWER TO ALTER CAPITAL	9
13.	VARIATION OF RIGHTS ATTACHING TO SHARES	9
14.	DIVIDENDS	9
15.	POWER TO SET ASIDE PROFITS	10
16.	METHOD OF PAYMENT	10
17.	CAPITALISATION	10
18.	ANNUAL GENERAL MEETINGS	11
19.	SPECIAL GENERAL MEETINGS	11
20.	REQUISITIONED GENERAL MEETINGS	11
21.	NOTICE	11
22.	GIVING NOTICE AND ACCESS	12
23.	POSTPONEMENT OR CANCELLATION OF GENERAL MEETINGS	13
24.	SECURITY AT MEETINGS	13
25.	QUORUM AT GENERAL MEETINGS	14
26.	CHAIRMAN OF GENERAL MEETINGS	14
27.	VOTING ON RESOLUTIONS	14
28.	POWER TO DEMAND A VOTE ON A POLL	15
29.	VOTING BY JOINT HOLDERS OF SHARES	16
30.	INSTRUMENT OF PROXY	16
31.	REPRESENTATION OF CORPORATE SHAREHOLDER	17

i

TABLE OF CONTENTS

(continued)

		Page
32.	ADJOURNMENT OF GENERAL MEETING	17
33.	WRITTEN RESOLUTIONS OF THE SHAREHOLDERS	17
34.	DIRECTORS ATTENDANCE AT GENERAL MEETINGS	18
35.	ELECTION OF DIRECTORS	18
36.	NO SHARE QUALIFICATION	19
37.	TERM OF OFFICE OF DIRECTORS	20
38.	REMOVAL OF DIRECTORS	20
39.	VACANCY IN THE OFFICE OF DIRECTOR	21
40.	DIRECTORS TO MANAGE BUSINESS	21
41.	POWERS OF THE BOARD OF DIRECTORS	21
42.	FEES, GRATUITIES AND PENSIONS	22
43.	REGISTER OF DIRECTORS AND OFFICERS	23
44.	APPOINTMENT OF OFFICERS	23
45.	APPOINTMENT OF SECRETARY AND RESIDENT REPRESENTATIVE	23
46.	DUTIES OF OFFICERS	24
47.	DUTIES OF THE SECRETARY	24
48.	REMUNERATION OF OFFICERS	24
49.	CONFLICTS OF INTEREST	24
50.	INDEMNIFICATION AND EXCULPATION OF DIRECTORS AND OFFICERS	25
51.	BOARD MEETINGS	27
52.	NOTICE OF BOARD MEETINGS	27
53.	ELECTRONIC PARTICIPATION IN DIRECTORS’ MEETINGS	27
54.	QUORUM AT BOARD MEETINGS	27
55.	BOARD TO CONTINUE IN THE EVENT OF VACANCY	27
56.	CHAIRMAN TO PRESIDE	28
57.	WRITTEN RESOLUTIONS OF THE DIRECTORS	28
58.	VALIDITY OF PRIOR ACTS OF THE BOARD	28
59.	MINUTES	28
60.	PLACE WHERE CORPORATE RECORDS ARE KEPT	28
61.	FORM AND USE OF SEAL	28

ii

TABLE OF CONTENTS

(continued)

		Page
62.	BOOKS OF ACCOUNT	29
63.	FINANCIAL YEAR END	29
64.	ANNUAL AUDIT	29
65.	APPOINTMENT OF AUDITOR	29
66.	REMUNERATION OF AUDITOR	30
67.	DUTIES OF AUDITOR	30
68.	CHANGE TO THE COMPANY’S AUDITORS	30
69.	ACCESS TO RECORDS	30
70.	FINANCIAL STATEMENTS	30
71.	DISTRIBUTION OF AUDITOR’S REPORT	30
72.	VACANCY IN THE OFFICE OF AUDITOR	30
73.	WINDING-UP	31
74.	CHANGES TO BYE-LAWS	31
75.	CHANGES TO THE MEMORANDUM OF ASSOCIATION	31
76.	DISCONTINUANCE	31
77.	AMALGAMATION OR MERGER	31

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GEOPARK LIMITED

INTERPRETATION

1.Definitions and Interpretation

1.1In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

Act	the Companies Act 1981 of Bermuda as amended from time to time;
Auditor	the Company’s incumbent auditor and includes an individual or partnership;
Bermuda	the Islands of Bermuda;
Board	the board of directors nominated, elected or re-elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;
Business Day	means any day that is not a Saturday, Sunday or other day on which commercial banks in Bermuda or New York are authorized or required by law to close;
Bye-laws	these bye-laws adopted by the Company with effect on [    ], 2013, in their present form or as from time to time amended;
Common Shares	common shares of the Company of par value US$0.001 per share (and any shares resulting from a consolidation or subdivision of such common shares);
Company	the company incorporated in Bermuda under the name of GeoPark Holdings Limited Ltd. on 3rd February, 2003;
Director	a director of the Company;
notice	written notice as further provided in these Bye-laws unless otherwise specifically stated;
NYSE	the New York Stock Exchange;
Officer	any person appointed by the Board to hold an office in the Company;

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person	shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, a limited liability partnership, an investment fund, a limited liability company, a company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof;
Register of Directors and Officers	the register of directors and officers of the Company;
Register of Shareholders	the register of members of the Company;
Registered Office	Cumberland House, 9th floor, 1 Victoria Street, Hamilton HM 11, Bermuda, or at such other place in Bermuda as the Board shall from time to time appoint;
Resident Representative	any person appointed to act as resident representative of the Company and includes any deputy or assistant resident representative;
Resolution	a resolution adopted by a majority of the votes cast by Shareholders who (being entitled to do so) vote in person or by proxy at any general meeting of the Shareholders, in accordance with the provisions of these Bye-laws;
Secretary	the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;
Shareholder	the person registered in the Register of Shareholders as the holder of shares in the Company and, when two (2) or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Shareholders as one of such joint holders or all of such persons, as the context so requires;
Special Resolution	a resolution adopted by 65% or more of the votes cast by Shareholders who (being entitled to do so) vote in person or by proxy at any general meeting of

2

	the Shareholders in accordance with the provisions of these Bye-laws;
Treasury Share	a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.

1.2In these Bye-laws, where not inconsistent with the context:

(a)words denoting the plural number include the singular number and vice versa;

(b)words denoting the masculine gender include the feminine and neuter genders;

(c)the words:

(i)“may” shall be construed as permissive; and

(ii)“shall” shall be construed as imperative; and

(d)unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.4Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

SHARES

2.Power to Issue Shares

2.1Subject to these Bye-laws and to any Resolution to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

2.2The Board is expressly authorised (and the Board is hereby authorised to exercise such power from time to time without a Resolution) to provide, by way of resolution of the Board, for the issuance of all or any shares in one (1) or more class or classes or series, to fix the number of shares constituting such class or classes or series, and to increase or decrease the number of shares of any such class or classes or series (but not below the number of shares thereof then outstanding) and to fix for each such class or classes or series such voting powers, full or limited, or no voting powers, and such distinctive designations, powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and

3

expressed in the resolution or resolutions adopted by the Board providing for the issuance of such class or classes or series (and, for the avoidance of doubt, such matters and the issuance of such shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other class or classes or series of shares, to vary the rights attached to any other class or classes or series of shares) including, without limitation, the authority to provide that any such class or classes or series may be (a) subject to redemption at such time or times (including at a determinable date or at the option of the Company or the holder) and at such price or prices; (b) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series; (c) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Company; or (d) convertible into, or exchangeable for, shares of any other class or classes of shares, or of any other series of the same or any other class or classes of shares, of the Company at such price or prices or at such rates of exchange and with such adjustments, all as may be stated in such resolution or resolutions of the Board.

3.Power of the Company to Purchase its Shares

3.1The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

3.2The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

4.Rights Attaching to Shares

4.1At the date these Bye-laws are adopted, the authorised share capital of the Company is US$5,171,949.00 divided into 5,171,949,000 Common Shares.

4.2The holders of Common Shares shall, subject to these Bye-laws:

(a)be entitled to one vote per share;

(b)be entitled to such dividends as the Board may from time to time declare;

(c)in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d)generally be entitled to enjoy all of the rights attaching to shares.

4.3At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by a resolution of the Board, including, without limiting the

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generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.

4.4All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

5.Share Certificates

5.1Every Shareholder shall be entitled to a certificate under the common seal of the Company (or a facsimile thereof) or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Shareholder and whether the same are fully paid up and, if not, specifying the amount paid on such shares.  The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means. A certificate may also be signed by such transfer agent or registrar as the Board may determine, and in such case the signature of the transfer agent or the registrar may also be facsimile, engraved or printed. If in the event any Director, officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may nevertheless be issued by the Company with the same effect as if he were such Director, officer, transfer agent or registrar at the date of issue.

5.2The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.

5.3The holder of any shares of the Company shall immediately notify the Company of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to him a new certificate or certificates for such shares, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Company a bond in such sum and with such surety or sureties as it may direct to indemnify the Company against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

5.4The provisions of this Bye-Law 5 are subject to the terms of Bye-Law 9.6.

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6.Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

7.Register of Shareholders

7.1The Board shall cause to be kept in one (1) or more books a Register of Shareholders and shall enter therein the particulars required by the Act.

7.2The Register of Shareholders shall be open to inspection without charge at the Registered Office of the Company on every Business Day, subject to such reasonable restrictions as the Board may impose, so that not less than two (2) hours in each Business Day be allowed for inspection.  The Register of Shareholders may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty (30) days in each year.

8.Registered Holder Absolute Owner

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

9.Transfer of Registered Shares

9.1An instrument of transfer shall be in writing in the form of the following, or as near thereto as circumstances admit, or in such other form as the Board may accept:

Transfer of a Share or Shares
· (the “Company”)

FOR VALUE RECEIVED                                   [amount], I, [name of transferor] hereby sell, assign and transfer unto [transferee] of [address], [number] shares of the Company.

DATED this [ ] day of [ ], 20 [ ]

Signed by:	In the presence of:
Transferor	Witness
Transferee	Witness

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9.2Such instrument of transfer shall be signed by or on behalf of the transferor and transferee, provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone.  The transferor shall be deemed to remain the holder of such share until the same has been registered as having been transferred to the transferee in the Register of Shareholders.

9.3The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates and by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

9.4The joint holders of any share may transfer such share to one (1) or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Shareholder may transfer any such share to the executors or administrators of such deceased Shareholder.

9.5The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained, if any (it being understood that the permission of the Bermuda Monetary Authority is not required in respect of any shares of the Company that are admitted to trading on NYSE or any other appointed stock exchange (as defined under the Exchange Control Act 1972 of Bermuda and related regulations)).  If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

9.6Notwithstanding Bye-laws 9.1 to 9.5, Shares may be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act.

10.The Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned and these Bye-laws, have power to implement and/or approve any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of depositary interests or similar interests, instruments or securities, and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares of the Company represented thereby.  The Board may from time to time take such actions and do such things as it may, in its absolute discretion, think fit in relation to the operation of any such arrangements.

11.Transmission of Registered Shares

11.1In the case of the death of a Shareholder, the survivor or survivors where the deceased Shareholder was a joint holder, and the legal personal representatives of the deceased Shareholder where the deceased Shareholder was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Shareholder’s interest in the shares.  Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Shareholder with other persons.  Subject to the Act, for the purpose of this Bye-law, legal

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personal representative means the executor or administrator of a deceased Shareholder or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Shareholder.

11.2Any person becoming entitled to a share in consequence of the death or bankruptcy of any Shareholder may be registered as a Shareholder upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share, and in such case the person becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following:

Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Shareholder
· (the “Company”)

I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased/bankrupt Shareholder] to [number] share(s) standing in the Register of Shareholders of the Company in the name of the said [name of deceased/bankrupt Shareholder] instead of being registered myself/ourselves, elect to have [name of transferee] (the “Transferee”) registered as a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Transferee to hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the execution hereof; and the Transferee does hereby agree to take the said share(s) subject to the same conditions.

DATED this [ ] day of [ ], 20 [ ]

Signed by:	In the presence of:
Transferor	Witness
Transferee	Witness

11.3On the presentation of the foregoing materials to the Board, accompanied by such evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Shareholder.

11.4Where two (2) or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

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ALTERATION OF SHARE CAPITAL

12.Power to Alter Capital

12.1The Company may, if authorised by resolution of the Board and by Resolution, increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter its share capital in any manner permitted by the Act.

12.2The Company may, if authorised by resolution of the Board and by Resolution, reduce its share capital in any manner permitted by the Act.

12.3Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

13.Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of at least two-thirds (2/3) of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third (1/3) of the issued shares of the class.  The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

14.Dividends

14.1The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Shareholders, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets.

14.2The Board may fix any date as the record date for determining the Shareholders entitled to receive any dividend.

14.3The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

14.4The Board may declare and make such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets of the Company.

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15.Power to Set Aside Profits

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

16.Method of Payment

16.1Any dividend, interest, or other moneys payable in cash in respect of the shares may be paid by cheque or draft sent through the post directed to the Shareholder at such Shareholder’s address in the Register of Shareholders, or to such person and to such address as the holder may in writing direct or as otherwise determined by the Board of Directors. In the case of joint holders of shares, any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or draft sent through the post directed to the address of the holder first named in the Register of Shareholders, or to such person and to such address as the joint holders may in writing direct.  If two (2) or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

16.2The Board may deduct from the dividends or distributions payable to any Shareholder all moneys due from such Shareholder to the Company on account of calls or otherwise.

16.3Any dividend or other monies payable in respect of a share which has remained unclaimed for 5 years from the date when it became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company.  The payment of any unclaimed dividend or other moneys payable in respect of a share may (but need not) be paid by the Company into an account separate from the Company’s own account.  Such payment shall not constitute the Company a trustee in respect thereof.

17.Capitalisation

17.1The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Shareholders.

17.2The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Shareholders who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

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MEETINGS OF SHAREHOLDERS

18.Annual General Meetings

The annual general meeting shall be held in each year at such place, date and hour as shall be fixed by a resolution of the Board.

19.Special General Meetings

The Board may convene a special general meeting whenever in their judgment such a meeting is necessary to be held at such place, date and hour as fixed by a resolution of the Board.

20.Requisitioned General Meetings

The Board shall, on the requisition of Shareholders holding at the date of the deposit of the requisition not less than one-tenth (1/10) of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.

21.Notice

21.1Notice of an annual general meeting stating the place, if any, the date and hour of the meeting and the record date for determining the Shareholders entitled to vote at the meeting (if such date is different from the record date for determining Shareholders entitled to notice of the meeting) shall be given to each Shareholder entitled to vote at such meeting as of the record date for determining the Shareholders entitled to notice of the meeting not less than fifteen (15) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law or these Bye-Laws.

21.2Notice of a special general meeting stating the place, if any, the date and hour of the meeting and the record date for determining the Shareholders entitled to vote at the meeting (if such date is different from the record date for determining Shareholders entitled to notice of the meeting), and the purpose or purposes of the meeting shall be given to each Shareholder entitled to vote at such meeting, as of the record date for determining the Shareholders entitled to notice of the meeting not less than fifteen (15) nor more than sixty (60) days before the date of the meeting, unless otherwise provided by law or these Bye-Laws.

21.3At any general meeting, only such business shall be conducted or considered, as shall have been properly brought before the meeting. For business to be properly brought before general meetings, it must be (i) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise be properly requested to be brought before the general meeting by a Shareholder in accordance with the provisions of the Act.

21.4The Board may fix any date as the record date for determining the Shareholders entitled to receive notice of and to vote at any general meeting.

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21.5An annual general meeting or special general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Shareholders entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

21.6The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

22.Giving Notice and Access

22.1A notice may be given by the Company to a Shareholder:

(a)by delivering it to such Shareholder in person;

(b)by sending it by letter, mail or courier to such Shareholder’s address in the Register of Shareholders;

(c)subject to compliance with Bye-law 22.7, by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Shareholder to the Company for such purpose; or

(d)subject to compliance with Bye-law 22.7, via website designated by the Company  in accordance with Bye-law 22.5; or

(e)to the extent permitted by the applicable laws, by placing it on the website of the United States Securities and Exchange Commission, and giving to such Shareholder a notice stating that the notice is available there (a “notice of availability”).  The notice of availability may be given to such Shareholder by any of the means set out above.

22.2Any notice required to be given to a Shareholder shall, with respect to any shares held jointly by two (2) or more persons, be given to whichever of such persons is named first in the Register of Shareholders and notice so given shall be sufficient notice to all the holders of such shares.

22.3Any notice (save for one delivered in accordance with Bye-law 22.4) shall be deemed to have been served at the time when the same would be delivered in the ordinary course of transmission and, in proving such service, it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted, and the time when it was posted, delivered to the courier, or transmitted by electronic means.

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22.4The Company shall be under no obligation to send a notice or other document to the address shown for any particular Shareholder in the Register of Shareholders if the Board considers that the legal or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, the territory in which that address is situated are such that it is necessary or expedient not to send the notice or document concerned to such Shareholder at such address and may require a Shareholder with such an address to provide the Company with an alternative acceptable address for delivery of notices by the Company.

22.5Where a Shareholder indicates his consent (in a form and manner satisfactory to the Board), to receive information or documents by accessing them on a website rather than by other means, or receipt in this manner is otherwise permitted by the Act, the Board may deliver such information or documents by notifying the Shareholder of their availability and including therein the address of the website, the place on the website where the information or document may be found, and instructions as to how the information or document may be accessed on the website.

22.6In the case of information or documents delivered in accordance with Bye-law 22.4, service shall be deemed to have occurred when (i) the Shareholder is notified in accordance with that Bye-law and (ii) the information or document is published on the website.

22.7If the Company intends to transmit a notice by electronic means to a Shareholder in accordance with Bye-law 22.1(c) or, to deliver information or documents to a Shareholder via a website in accordance with Bye-law 22.5, it must first contact such Shareholder in writing to request his consent for the use of such electronic means for transmitting such notice and/or for the use of the website to deliver such information or documents, and if such Shareholder does not object within twenty eight (28) days of the date of the written notice from the Company, his consent shall be deemed to have been given. A Shareholder who has consented or has been deemed to consent under this Bye-law 22.7 to receiving notices, information and/or documents by electronic means and/or via a website may at any time after such consent or deemed consent notify the Company in writing that it requires such notices, information and/or documents to be delivered to him in hard copy paper form.

23.Postponement or Cancellation of General Meetings

The Board may, and the Secretary on instruction from the Board shall, postpone or cancel any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement or cancellation is given to the Shareholders before the time for such meeting.  Fresh notice of the date, time and place for the postponed meeting shall be given to each Shareholder in accordance with these Bye-law.

24.Security at Meetings

24.1The Board may, and at any general meeting, the chairman of such meeting may make any arrangement and impose any requirement or restriction it or he considers appropriate to ensure the security of a general meeting including, without limitation, requirements for

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evidence of identity to be produced by those attending the meeting, the searching of their personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with any such arrangements, requirements or restrictions.

25.Quorum at General Meetings

25.1At any general meeting two (2) or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one (1) Shareholder, one (1) Shareholder present in person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

25.2If within a half hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine.  Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with these Bye-laws. The quorum for the transaction of business at such adjourned meeting shall be two (2) or more persons present in person and representing in person or by proxy in excess of 25% of the total issued voting shares in the Company throughout the meeting.

26.Chairman of General Meetings

The Board shall, by resolution, nominate one of the Directors to act as chairman at all general meetings at which such person is present.  In the absence of any such nomination or the Director nominated, the Chairman of the Company or, in his absence the deputy Chairman of the Company will preside as Chairman at every General Meeting. If there is no such Chairman or deputy Chairman, or if at any meeting neither of the Chairman or the deputy Chairman is present within 15 minutes from the time appointed for holding the meeting, a chairman shall be appointed or elected by those present at the meeting and entitled to vote.

27.Voting on Resolutions

27.1Subject to the Act and these Bye-laws, any question proposed for the consideration of the Shareholders at any general meeting shall be decided by the affirmative votes of the relevant majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.

27.2At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every

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Shareholder present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand.

27.3At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

27.4At any general meeting a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.

28.Power to Demand a Vote on a Poll

28.1Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

(a)the chairman of such meeting;

(b)at least three Shareholders present in person or represented by proxy;

(c)any Shareholder or Shareholders present in person or represented by proxy and holding between them not less than one-tenth (1/10) of the total voting rights of all the Shareholders having the right to vote at such meeting; or

(d)any Shareholder or Shareholders present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth (1/10) of the total amount paid up on all such shares conferring such right.

28.2Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one (1) or more Shareholders are present in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands.  A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

28.3A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct.  Any business other than that upon which a poll has been demanded may be conducted pending the taking of the poll.

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28.4Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy.  Each person present shall cast his vote in such manner as the chairman shall direct.  At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two (2) Shareholders or proxy holders appointed by the chairman for the purpose and the result of the poll shall be declared by the chairman.

29.Voting by Joint Holders of Shares

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Shareholders.

30.Instrument of Proxy

30.1An instrument appointing a proxy shall be in writing in substantially the following form or such other form as the chairman of the meeting shall accept:

Proxy
· (the “Company”)

I/We, [insert names here], being a Shareholder of the Company with [number] shares, HEREBY APPOINT [name] of [address] or failing him, [name] of [address] to be my/our proxy to vote for me/us at the meeting of the Shareholders to be held on the [ ] day of [ ], 20 [ ] and at any adjournment thereof.  (Any restrictions on voting to be inserted here).

Signed this [ ] day of [ ], 20 [ ]

Shareholder(s)

30.2The instrument appointing a proxy must be received by the Company at the Registered Office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid.

30.3A Shareholder who is the holder of two (2) or more shares may appoint more than one (1) proxy to represent him and vote on his behalf in respect of different shares.

30.4The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

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31.Representation of Corporate Shareholder

31.1A corporation which is a Shareholder may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Shareholder, and that Shareholder shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

31.2Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Shareholder.

32.Adjournment of General Meeting

32.1The chairman of a general meeting may, with the consent of the Shareholders at any general meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting.

32.2In addition, the chairman of a general meeting may adjourn the meeting to another time and place without such consent or direction if it appears to him that:

(a)it is likely to be impracticable to hold or continue that meeting because of the number of Shareholders wishing to attend who are not present;

(b)the unruly conduct of persons attending the meeting prevents, or is likely to prevent, the orderly continuation of the business of the meeting; or

(c)an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

32.3Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Shareholder entitled to attend and vote thereat in accordance with these Bye-laws.

33.Written Resolutions of the Shareholders

33.1Subject to these Bye-laws, anything which may be done by resolution of the Company in a general meeting or by resolution of a meeting of any class of the Shareholders may, without a meeting, be done by unanimous written resolution in accordance with this Bye-law 33.

33.2Notice of a unanimous written resolution shall be given, and a copy of the resolution shall be circulated to all Shareholders who would be entitled to attend a meeting and vote thereon.  The accidental omission to give notice to, or the non-receipt of a notice by, any Shareholder does not invalidate the passing of a resolution.

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33.3A unanimous written resolution is passed when it is signed by, or in the case of a Shareholder that is a person, on behalf of, all Shareholders.

33.4A resolution in writing may be signed in any number of counterparts.

33.5A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Shareholders, as the case may be, and any reference in any Bye-law to a meeting at which a resolution is passed or to Shareholders voting in favour of a resolution shall be construed accordingly.

33.6A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.

33.7This Bye-law shall not apply to:

(a)a resolution passed to remove an Auditor from office before the expiration of his term of office; or

(b)a resolution passed for the purpose of removing a Director before the expiration of his term of office.

33.8For the purposes of this Bye-law 33, the effective date of the resolution is the date when the resolution is signed by, or in the case of a Shareholder that is a corporation whether or not a company within the meaning of the Act, on behalf of, the last Shareholder and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law 33, a reference to such date.

34.Directors Attendance at General Meetings

The Directors shall be entitled to receive notice of, attend, and be heard at any general meeting.

DIRECTORS AND OFFICERS

35.Election of Directors

35.1The Directors shall be elected or re-elected by Resolution at the annual general meeting or at a special general meeting called for such purpose in accordance with the terms of these Bye-laws.

35.2No person shall be appointed a Director at any general meeting unless he is an individual and:

(a)he is recommended by the Directors; or

(b)in the case of an annual general meeting, not less than one hundred and twenty (120) nor more than one hundred and fifty (150) days before the first anniversary of

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the date of the Company´s notice released to Shareholders in connection with the prior year´s annual general meeting, a notice executed by a Shareholder or Shareholders (not being the person to be proposed), in compliance with the provisions of the Act, has been received by the Secretary of the Company of the intention to propose such person for appointment, setting forth as to each person whom the Shareholder or Shareholders propose to nominate for election or re-election as a Director:

(i)the name, age, business address and residential address of such person;

(ii)the principal occupation or employment of such person;

(iii)the class, series and number of shares of the Company which are beneficially owned by such person;

(iv)the particulars which would, if he were so appointed, be required to be provided in the Register of Directors; and

(v)all other information relating to such person that is required to be disclosed pursuant to applicable laws, together with a notice executed by such person of his willingness to serve as a Director if so elected,

provided however that no Shareholder shall be entitled to propose any person to be appointed, elected or re-elected Director at any special general meeting.

35.3The minimum number of Directors shall be three or such other number as shall be determined from time to time by resolution of the Board. The Directors shall be entitled to fix and change the maximum number of Directors.

35.4A separate Resolution is required for the appointment of each Director to the Board. A Resolution for the appointment of two (2) or more persons as Directors by a single Resolution shall not be proposed at any general meeting unless all of the Shareholders present and voting at such meeting unanimously agree (on a show of hands). Any Resolution proposed in contravention of this Bye-Law 35.5 shall be void.

36.No Share Qualification

A Director shall not be required to hold any shares in the capital of the Company by way of qualification.

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37.Term of Office of Directors

37.1Subject to Bye-law 37.2, at every annual general meeting one third (1/3) of the Directors shall retire from office (or, if their number is not three (3) or a multiple of three, the number below but nearest to one-third (1/3) shall retire from office) but:

(a)if any Director has at the start of the annual general meeting been a Director for more than three (3) years since the date of his last appointment or re-appointment, he shall retire; and

(b)if there is only one (1) Director who is subject to retirement by rotation, he shall retire.

37.2From and after the date of the annual general meeting following the effective date of the listing of Common Shares on the NYSE, Directors shall hold office for such term as the Shareholders may determine or, in the absence of such determination, until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated. The Directors whose office has expired may offer themselves for re-election at each election of Directors.

38.Removal of Directors

38.1Subject to any provision to the contrary in these Bye-laws, the Shareholders entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director by Special Resolution, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than fourteen (14) days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director’s removal.

38.2If a Director is removed from the Board under this Bye-law, the Shareholders may fill the vacancy at the meeting at which such Director is removed.  In the absence of such election or appointment, the Board may fill the vacancy.

38.3Subject to any provision to the contrary in these Bye-laws, the Directors may, at any board meeting convened and held in accordance with these Bye-laws, remove a Director only for cause by affirmative vote of at least three-quarters (3/4) of the Board, provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than fourteen (14) days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director’s removal.

38.4For the purposes of this Bye-law, “cause” shall mean a conviction for a criminal offence involving dishonesty or engaging in conduct which brings the Director or the Company into disrepute and which results in material financial detriment to the Company.

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39.Vacancy in the Office of Director

39.1The office of Director shall be vacated if the Director:

(a)is removed from office pursuant to Bye-law 38 or is prohibited from being a Director by law;

(b)is or becomes bankrupt or insolvent;

(c)is or becomes of unsound mind or a patient for any purpose of any statute or applicable law relating to mental health and the Board resolves that his office is vacated, or dies; or

(d)resigns his office by notice to the Company.

39.2Subject to Bye-laws 38.2 and 39.3, any vacancy on the Board arising (i) in accordance with Bye-law 39.1 or (ii) otherwise, may be filled only by a majority of the Directors then in office.

39.3If no quorum of Directors remains, the Shareholders in general meeting shall have the power to appoint any person as a Director to fill a vacancy.

40.Directors to Manage Business

The business of the Company shall be managed and conducted by the Board.  In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.

41.Powers of the Board of Directors

The Board may:

(a)appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b)exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c)appoint one (1) or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d)appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

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(e)by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f)procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g)designate one (1) or more committees, such committee or committees to have such name or names as may be determined from time to time by resolution adopted by the Board, and each such committee to consist of two (2) or more Directors and any such person or persons (whether a member or members of its body or not) as it thinks fit, provided that the majority of members of each committee shall be Directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers of the Board as may be delegated to such committee in the management of the business and affairs of the Company; provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board.  A majority of all the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide.  The Board shall have power to change the members of any such committee at any time, to fill vacancies and to discharge any such committee, either with or without cause, at any time;

(h)delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

(i)present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j)in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k)authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

42.Fees, Gratuities and Pensions

42.1The ordinary remuneration of the Directors office for their services (excluding amounts payable under any other provision of these Bye-laws) shall be determined by the Board and each such Director shall be paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Board. Each Director may be paid

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his reasonable travel, hotel and incidental expenses in attending and returning from meetings of the Board or committees constituted pursuant to these Bye-laws or general meetings and shall be paid all expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as a Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any remuneration provided for by or pursuant to any other Bye-law.

42.2In addition to its powers under Bye-law 42.1, the Board may (by establishment of or maintenance of schemes or otherwise) provide additional benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Director or employee of the Company or any of its subsidiaries or any corporate body associated with, or any business acquired by, any of them, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

42.3No Director or former Director shall be accountable to the Company or the Shareholders for any benefit provided pursuant to this Bye-law and the receipt of any such benefit shall not disqualify any person from being or becoming a Director of the Company.

43.Register of Directors and Officers

The Secretary shall establish and maintain a Register of the Directors and Officers of the Company as required by the Act.  The Register of the Directors and Officers shall be open to inspection without charge at the Registered Office of the Company on every Business Day, subject to such reasonable restrictions as the Board may impose, so that not less than two (2) hours in each Business Day be allowed for inspection.  The Register of the Directors and Officers may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty (30) days in each year.

44.Appointment of Officers

The Board may appoint such officers (who may or may not be Directors) as the Board may determine.

45.Appointment of Secretary and Resident Representative

The Secretary and Resident Representative, if necessary, shall be appointed by the Board at such remuneration (if any) and upon such terms as it may think fit and any Secretary so appointed may be removed by the Board.

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46.Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

47.Duties of the Secretary

The duties of the Secretary shall be those prescribed by the Act together with such other duties as shall from time to time be prescribed by the Board.

48.Remuneration of Officers

The Officers shall receive such remuneration as the Board may determine.

49.Conflicts of Interest

49.1Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to, the Company and such Director or such Director’s firm, partner or company shall be entitled to remuneration as if such Director were not a Director.  Nothing herein contained shall authorise a Director or Director’s firm, partner or company to act as Auditor to the Company.

49.2A Director who is directly or indirectly interested in a contract or proposed contract or arrangement with the Company shall declare the nature of such interest as required by the Act.

49.3Subject to the Act and any further disclosure required thereby, a general notice to the Directors by a Director or officer declaring that he is a director or officer or has an interest in any business entity and is to be regarded as interested in any transaction or arrangement made with that business entity shall be sufficient declaration of interest in relation to any transaction or arrangement so made.

49.4A Director may not vote or be counted in the quorum in relation to a resolution of the Directors or of a committee of the Directors concerning a contract, arrangement, transaction or proposal to which the Company is or is to be a party and in which he has an interest, which is, to his knowledge, a material interest (otherwise than by virtue of his interest in shares or debentures or other securities of the Company), but this prohibition does not apply to a resolution concerning any of the following matters:

(a)the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of or for the benefit of the Company;

(b)the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company for which he himself has assumed responsibility in whole or in part, either alone or jointly with others, under a guarantee or by the giving of security;

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(c)a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

(d)a contract, arrangement, transaction or proposal to which the Company is or is to be a party concerning another company (including a subsidiary of the Company) in which he is interested (directly or indirectly) whether as an officer, shareholder, creditor or otherwise (a “relevant company”), if he does not, to his knowledge, hold an interest in shares representing 1% or more of either any class of the equity share capital of, or the voting rights in, the relevant company;

(e)a contract, arrangement, transaction or proposal for the benefit of the employees of the Company (including any pension fund or retirement, death or disability scheme) which does not award him a privilege or benefit not generally awarded to the employees to whom it relates; and

(f)a contract, arrangement, transaction or proposal concerning the purchase or maintenance of any insurance policy for the benefit of Directors or for the benefit of persons including Directors.

50.Indemnification and Exculpation of Directors and Officers.

50.1To the fullest extent permitted by the Act, a Director shall not be liable to the Company or its Shareholders for breach of fiduciary duty as a Director.  Each Shareholder agrees to waive any claim or right of action he might have, whether individually or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company provided, however, that such waiver shall not apply to any claims or rights of action arising out of the fraud or dishonesty of such Director or to recover any gain, personal profit or advantage to which such Director is not legally entitled.

50.2Without limitation of any right conferred by Bye-law 50.1, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person is or was a Director, Officer or Resident Representative of the Company, or is or was serving at the request of the Company as a Director, Officer, Resident Representative, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity while serving as a Director, Officer, Resident Representative, employee or agent or in any other capacity while serving as a Director, Officer, Resident Representative, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Act (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes ) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, Officer or Resident Representative and shall inure to the benefit of the indemnitee’s heirs, testators, intestates, executors and administrators and Affiliates; provided, however, except as provided in Bye-law 50.3 with respect to proceedings to enforce rights to indemnification, the Company shall indemnify

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any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) initiated by such indemnitee was authorized by the Board.  The right to indemnification conferred in this Bye-law 50 shall be a contract right and shall include the right to be paid by the Company, the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Act requires, an advancement of expenses incurred by an indemnitee in his capacity as a Director, Officer or Resident Representative shall be made only upon delivery to the Company of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Bye-law or otherwise.

50.3If a claim under Bye-law 50.2 is not paid in full by the Company within sixty (60) days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of any undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Company to recover an advancement of expenses pursuant to the terms of an undertaking the Company shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Act.  Neither the failure of the Company (including the Board, independent legal counsel, or the Shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Company, nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit.  In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Bye-law or otherwise shall be on the Company.

50.4The rights to indemnification and to the advancement of expenses conferred in this Bye-law 50 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, from or through the Company, agreement, vote of Shareholders or disinterested Directors or otherwise.

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50.5The Company may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a Director, Officer, Resident Representative, employee or agent of the Company or any person who is or was serving at the request of the Company as a Director, Officer, Resident Representative, employer or agent of another company, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act.

MEETINGS OF THE BOARD OF DIRECTORS

51.Board Meetings

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.  A resolution put to the vote at a meeting of the Board shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

52.Notice of Board Meetings

A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Board.  Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director orally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

53.Electronic Participation in Directors’ Meetings

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

54.Quorum at Board Meetings

The quorum necessary for the transaction of business at a meeting of the Board shall be the presence of a majority of Directors on the Board from time to time.

55.Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at meetings of the Board, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting or (ii) preserving the assets of the Company.

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56.Chairman to Preside

The Chairman of the Company, if there be one, shall act as chairman at all meetings of the Board at which such person is present.  In the absence of the Chairman, the deputy Chairman of the Company shall act as chairman of the meeting and, if there is no deputy Chairman present, a chairman shall be appointed or elected by the Directors present at the meeting.

57.Written Resolutions of the Directors

A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a meeting of the Board duly called and constituted, such resolution to be effective on the date on which the last Director signs the resolution.

58.Validity of Prior Acts of the Board

No regulation or alteration to these Bye-laws made by the Company in an annual general meeting or a special general meeting or otherwise made in accordance in these Bye-laws shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

59.Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a)of all elections and appointments of Officers;

(b)of the names of the Directors present at each meeting of the Board and of any committee appointed by the Board; and

(c)of all resolutions and proceedings of annual general meetings and special general meetings of the Shareholders, meetings of the Board, meetings of managers and meetings of committees appointed by the Board.

60.Place Where Corporate Records are Kept

Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the Registered Office of the Company.

61.Form and Use of Seal

61.1The Company may adopt a seal in such form as the Board may determine.  The Board may adopt one (1) or more duplicate seals for use in or outside Bermuda.

61.2A seal may, but need not, be affixed to any deed, instrument, share certificate or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any

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Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.

61.3A Resident Representative or a Secretary may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

ACCOUNTS

62.Books of Account

62.1The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a)all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b)all sales and purchases of goods by the Company; and

(c)all assets and liabilities of the Company.

62.2Such records of account shall be kept at the Registered Office of the Company, or subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

63.Financial Year End

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year.

AUDITS

64.Annual Audit

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.

65.Appointment of Auditor

65.1Subject to the Act, at the annual general meeting or at a subsequent special general meeting in each year, the Shareholders shall appoint the Auditor of the accounts of the Company to hold office until the next following annual general meeting but in the absence of any such appointment, the Directors shall be authorised to appoint the Auditor for such period.

65.2The Auditor may be a Shareholder but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

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66.Remuneration of Auditor

Save in the case of an Auditor appointed pursuant to Bye-law 65, the remuneration of the Auditor shall be fixed by the Company in a general meeting or in such manner as the Shareholders may determine.  In the case of an Auditor appointed pursuant to Bye-law 65, the remuneration of the Auditor shall be fixed by the Board.

67.Duties of Auditor

67.1The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards.  The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.

67.2The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act.  If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

68.Change to the Company’s Auditors

No change to the Company’s Auditors may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a Resolution.

69.Access to Records

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers of the Company for any information in their possession relating to the books or affairs of the Company.

70.Financial Statements

Subject to any rights to waive laying of accounts pursuant to the Act, financial statements as required by the Act shall be laid before the Shareholders in a general meeting.  A resolution in writing made in accordance with Bye-law 33 receiving, accepting, adopting, approving or otherwise acknowledging financial statements shall be deemed to be the laying of such statements before the Shareholders in a general meeting.

71.Distribution of Auditor’s Report

The report of the Auditor shall be submitted to the Shareholders in a general meeting.

72.Vacancy in the Office of Auditor

The Board may fill any casual vacancy in the office of the Auditor, such Auditor to act until the next annual general meeting.

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VOLUNTARY WINDING-UP AND DISSOLUTION

73.Winding-Up

If the Company shall be wound up the liquidator may, with the sanction of a Resolution, divide amongst the Shareholders in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders.  The liquidator may, with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Shareholders as the liquidator shall think fit, but so that no Shareholder shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

74.Changes to Bye-laws

No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a Resolution.

75.Changes to the Memorandum of Association

No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a Resolution.

76.Discontinuance

The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act, subject to approval by Special Resolution.

77.Amalgamation or Merger

The Board may exercise all powers of the Company to amalgamate or merge with any other company wherever incorporated, subject to approval by Special Resolution.

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EX-4.2

Exhibit 4.2

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE

as Issuer

GEOPARK LATIN AMERICA LIMITED

as Intervening and Consenting Party

GEOPARK HOLDINGS LIMITED

as Guarantor

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent

and

DEUTSCHE BANK LUXEMBOURG S.A.

as European Paying Agent, Registrar and Transfer Agent

Indenture

Dated as of February 11, 2013

7.50% Senior Secured Notes due 2020

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions	2
Section 1.02.	Rules of Construction	30
ARTICLE 2
THE NOTES
Section 2.01.	Form, Dating and Denominations; Legends	31
Section 2.02.	Execution and Authentication; Additional Notes	32
Section 2.03.	Registrar, Paying Agent, Transfer Agent, Collateral Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	33
Section 2.04.	Replacement Notes	34
Section 2.05.	Outstanding Notes	34
Section 2.06.	Temporary Notes	35
Section 2.07.	Cancellation	35
Section 2.08.	CUSIP and CINS Numbers	36
Section 2.09.	Registration, Transfer and Exchange	36
Section 2.10.	Restrictions on Transfer and Exchange	39
Section 2.11.	Offshore Global Notes	41
ARTICLE 3
REDEMPTION; OFFER TO PURCHASE
Section 3.01.	Optional Redemption With a Make-Whole Premium	41
Section 3.02.	Optional Redemption Without a Make-Whole Premium	41
Section 3.03.	Redemption With Proceeds of Equity Offerings	41
Section 3.04.	Optional Redemption Upon a Tax Event	42
Section 3.05.	Method and Effect of Redemption	43
Section 3.06.	Offer to Purchase	44
ARTICLE 4
COVENANTS
Section 4.01.	Payment of Notes	47
Section 4.02.	Maintenance of Office or Agency	48
Section 4.03.	Existence	48
Section 4.04.	Payment of Taxes and other Claims	48
Section 4.05.	Maintenance of Properties and Insurance	49
Section 4.06.	Limitation on Debt and Disqualified or Preferred Stock	49
Section 4.07.	Limitation on Restricted Payments	53
Section 4.08.	Limitation on Liens	57

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Section 4.09.	Limitation on Transfer, Prepayment or Modification of the Intercompany Loans	57
Section 4.10.	Limitation On Dividend And Other Payment Restrictions Affecting Restricted Subsidiaries	57
Section 4.11.	Future Guarantors	60
Section 4.12.	Future Pledges of Equity Interests and Intercompany Loans	60
Section 4.13.	Repurchase of Notes Upon a Change of Control	63
Section 4.14.	Limitation on Asset Sales	63
Section 4.15.	Limitation on Transactions with Affiliates	65
Section 4.16.	Line of Business	67
Section 4.17.	Designation of Restricted and Unrestricted Subsidiaries	67
Section 4.18.	Anti-Layering	69
Section 4.19.	Report to Holders	69
Section 4.20.	Reports to Trustee	71
Section 4.21.	Listing	71
Section 4.22.	Payment of Additional Amounts	71
Section 4.23.	Suspension of Certain Covenants	74
ARTICLE 5
CONSOLIDATION, MERGER OR SALE OF ASSETS
Section 5.01.	Consolidation, Amalgamation, Merger or Sale of Assets by Latam Limited; No Lease of All or Substantially All Assets	75
Section 5.02.	Consolidation, Amalgamation, Merger or Sale of Assets by Parent; No Lease of All or Substantially All Assets	76
Section 5.03.	Consolidation, Amalgamation, Merger Or Sale of Assets By A Subsidiary Guarantor	78
ARTICLE 6
DEFAULT AND REMEDIES
Section 6.01.	Events of Default	79
Section 6.02.	Acceleration	80
Section 6.03.	Other Remedies	81
Section 6.04.	Waiver of Past Defaults	81
Section 6.05.	Control by Majority	81
Section 6.06.	Limitation on Suits	81
Section 6.07.	Rights of Holders to Receive Payment	82
Section 6.08.	Collection Suit by Trustee	82
Section 6.09.	Trustee May File Proofs of Claim	82
Section 6.10.	Priorities	82
Section 6.11.	Restoration of Rights and Remedies	83
Section 6.12.	Undertaking for Costs	83
Section 6.13.	Rights and Remedies Cumulative	83
Section 6.14.	Delay or Omission Not Waiver	83
Section 6.15.	Waiver of Stay, Extension or Usury Laws	84

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ARTICLE 7
THE TRUSTEE
Section 7.01.	General	84
Section 7.02.	Certain Rights of Trustee	84
Section 7.03.	Individual Rights of Trustee	86
Section 7.04.	Trustee’s Disclaimer	86
Section 7.05.	Notice of Default	86
Section 7.06.	Compensation And Indemnity	87
Section 7.07.	Replacement of Trustee (a) (i) The Trustee may resign at any time by written notice to the Company	87
Section 7.08.	Successor Trustee by Merger	88
Section 7.09.	Eligibility	88
Section 7.10.	Money Held in Trust	89
ARTICLE 8
DEFEASANCE AND DISCHARGE
Section 8.01.	Discharge of Company’s Obligations	89
Section 8.02.	Legal Defeasance	90
Section 8.03.	Covenant Defeasance	91
Section 8.04.	Application of Trust Money	91
Section 8.05.	Repayment to Company	92
Section 8.06.	Reinstatement	92
ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 9.01.	Amendments Without Consent of Holders	92
Section 9.02.	Amendments With Consent of Holders	93
Section 9.03.	Effect of Consent	95
Section 9.04.	Trustee’s Rights and Obligations	95
Section 9.05.	Payments for Consents	95
Section 9.06.	Amendments	96
ARTICLE 10
GUARANTIES
Section 10.01.	The Guaranties	96
Section 10.02.	Guaranty Unconditional	96
Section 10.03.	Discharge; Reinstatement	97
Section 10.04.	Waiver by the Guarantors	97
Section 10.05.	Subrogation and Contribution	97
Section 10.06.	Stay of Acceleration	97
Section 10.07.	Limitation on Amount of Guaranty	98
Section 10.08.	Execution and Delivery of Guaranty	98
Section 10.09.	Release of Guaranty	98

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ARTICLE 11
SECURITY ARRANGEMENTS
Section 11.01.	Collateral Agent	99
Section 11.02.	Security, Security Documents	99
Section 11.03.	Authorization of Actions to be Taken	100
Section 11.04.	Determinations relating to, and maintenance of, Collateral	101
Section 11.05.	Release of Liens	103
Section 11.06.	Permitted Ordinary Course Activities with Respect to Collateral	105
Section 11.07.	Occurrences of Events of Default	105
Section 11.08.	Foreclosure	106
Section 11.09.	Replacement of Collateral Agent	106
ARTICLE 12
MISCELLANEOUS
Section 12.01.	Noteholder Actions	108
Section 12.02.	Notices	108
Section 12.03.	Certificate and Opinion as to Conditions Precedent	110
Section 12.04.	Statements Required in Certificate or Opinion	110
Section 12.05.	Payment Date Other Than A Business Day	111
Section 12.06.	Governing Law, Etc.	111
Section 12.07.	Currency Conversion	112
Section 12.08.	No Adverse Interpretation of Other Agreements	113
Section 12.09.	Successors	113
Section 12.10.	Duplicate Originals	113
Section 12.11.	Separability	113
Section 12.12.	Table of Contents and Headings	114
Section 12.13.	No Liability of Directors, Officers, Employees, Incorporators, Members And Stockholders	114
Section 12.14.	Patriot Act	114
Section 12.15.	Force Majeure	114

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EXHIBITS
EXHIBIT A	Form of Note
EXHIBIT B	Form of Supplemental Indenture
EXHIBIT C	Restricted Legend
EXHIBIT D	DTC Legend
EXHIBIT E	Regulation S Legend
EXHIBIT F	Regulation S Certificate
EXHIBIT G	Rule 144A Certificate

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INDENTURE, dated as of February 11, 2013, among GeoPark Latin America Limited Agencia en Chile (the “Company”), an established branch, under the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda, as Issuer, GeoPark Latin America Limited, as intervening and consenting party, the Guarantor party hereto, Deutsche Bank Trust Company Americas, as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent, and Deutsche Bank Luxembourg S.A., as European Paying Agent, Registrar and Transfer Agent.

RECITALS

The Company has duly authorized the execution and delivery of the Indenture to provide for the issuance of up to US$300.0 million aggregate principal amount of the Company’s 7.50% Senior Secured Notes due 2020, and, if and when issued, any Additional Notes as provided herein (the “Notes”).  All things necessary to make the Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.

GeoPark Latin America Limited, as intervening and consenting party hereto, has duly authenticated the execution and delivery of the Indenture.

In addition, the Guarantor party hereto has duly authorized the execution and delivery of the Indenture as guarantor of the Notes.  All things necessary to make the Indenture a valid agreement of the Guarantor, in accordance with its terms, have been done, and the Guarantor has done all things necessary to make the Note Guaranty, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Guarantor as hereinafter provided.

THE INDENTURE WITNESSETH

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

“Acknowledgment of Debt” means a deed evidencing an Intercompany Loan, to be construed and governed under the laws of Chile.

“Acquired Debt” means Debt of a Person existing at the time the Person merges with or into or becomes a Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or  becoming a Restricted Subsidiary.  Acquired Debt will be deemed to have been Incurred at the time such Person becomes a Restricted Subsidiary or at the time it merges or consolidates with the Company, Parent or a Restricted Subsidiary or at the time such Debt is assumed in connection with the acquisition of assets from such Person.

“Additional Amounts” has the meaning set forth in Section 4.22.

“Additional Assets” means:

(1)any property or assets (other than Indebtedness and Capital Stock) to be used by the Company, Parent or a Restricted Subsidiary engaged in a Permitted Business; or

(2)the Capital Stock of a Person engaged in a Permitted Business that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company, Parent or another Restricted Subsidiary.

“Additional Intercompany Loan” means one or more loans, made after the Issue Date, which together with the Initial Intercompany Loans, represent in the aggregate the principal amount of Notes (and any Additional Notes) issued, by the Company, a Guarantor, or Parent to a Restricted Subsidiary (other than a Subsidiary Guarantor), and which shall be subject to the terms of the relevant Acknowledgment of Debt.

“Additional Loan Pledge Agreement” means each pledge or other agreement granting a first priority security interest in an Additional Intercompany Loan or a Promissory Note entered into between the Company or Parent and the Collateral Agent after the Issue Date.

“Additional Share Pledge Agreement” means a pledge agreement substantially on the terms of the Initial Share Pledge Agreement, and entered into after the Issue Date pursuant to which the Company, Parent or a Restricted Subsidiary grants a first-priority perfected security interest in a Pledged

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Subsidiary to the Collateral Agent in the pledged shares, as the same may be amended from time to time in accordance with its terms and the Indenture.

“Additional Notes” means any notes issued under the Indenture in addition to the Initial Notes, having the same terms in all respects as the Original Notes, or in all respects except with respect to the issuance price and interest paid or payable on or prior to the first interest payment date after the issuance of such Additional Notes, provided that if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP number.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means any Registrar, Transfer Agent, Paying Agent, Collateral Agent or Authenticating Agent.

“Agent Member” means a member of, or a participant in, the Depositary.

“Asset Sale” means any sale, lease, transfer or other disposition (including a Sale and Leaseback Transaction) of any assets by the Company, Parent or any Restricted Subsidiary, including by means of a merger, consolidation or similar transaction and including any sale or issuance of the Equity Interests of Parent or any Restricted Subsidiary (each of the above referred to as a “disposition”), provided that the following are not included in the definition of “Asset Sale”:

(1)a disposition to the Company, Parent or a Restricted Subsidiary, including the sale or issuance by the Company, Parent or any Restricted Subsidiary of any Equity Interests of any Restricted Subsidiary to the Company, Parent or any Restricted Subsidiary;

(2)the disposition by the Company, Parent or any Restricted Subsidiary in the ordinary course of business of (i) cash and cash management investments, (ii) inventory and other assets acquired and held for resale in the ordinary course of business, (iii) damaged, worn out or obsolete assets, (iv) rights granted to others pursuant to leases or licenses, or (v) any property, rights or assets upon expiration in accordance with the terms of any concession;

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(3)the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(4)a transaction covered by Section 5.01 or any disposition that constitutes a Change of Control;

(5)a Restricted Payment permitted under Section 4.07 or a Permitted Investment;

(6)the issuance of Disqualified or Preferred Stock pursuant to Section 4.06

(7)the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims;

(8)the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business;

(9)the farm-out pursuant to a Farm-Out Agreement, lease or sub-lease of developed or undeveloped crude oil or natural gas properties owned or held by the Company, Parent or any Restricted Subsidiary in exchange for crude oil and natural gas properties owned or held by another Person;

(10)any Production Payments and Reserve Sales; provided that all such Production Payments and Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services) will have been created, incurred, issued, assumed or Guaranteed in connection with the financing of, and within 60 days after the acquisition of, the oil and gas properties that are subject thereto;

(11)the sale or other disposition (regardless of whether in the ordinary course of business) of oil and gas properties; provided that, at the time of such sale or other disposition, such properties do not have attributed to them any proved or possible reserves; and

(12)any disposition in a transaction or series of related transactions of assets with a fair market value of less than (x) US$5.0 million (or the equivalent in other currencies) or (y) 1% of Consolidated Tangible Assets.

“Authenticating Agent” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.

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“Authorized Agent” has the meaning assigned to such term in Section 12.06(c).

“Average Life” means, with respect to any Debt, the quotient obtained by dividing (i) the sum of the products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment of such Debt and (y) the amount of such principal payment by (ii) the sum of all such principal payments.

“Board of Directors” means, with respect to any Person, the board of directors or similar governing body of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, New York or Santiago, Chile.

“Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with IFRS, is required to be capitalized on the balance sheet of such Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Cash Equivalents” means:

(1)United States dollars, Chilean pesos or Colombian pesos or money in other currencies received in the ordinary course of business;

(2)U.S. Government Obligations or certificates representing an ownership interest in U.S. Government Obligations with maturities not exceeding one year from the date of acquisition;

(3)(i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof having capital, surplus and undivided profits in

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excess of US$500 million whose short-term debt is rated “A-2” or higher by S&P or “P-2” or higher by Moody’s;

(4)repurchase obligations with a term of not more than seven days for underlying securities of the type described in paragraphs (2) and (3) above entered into with any financial institution meeting the qualifications specified in paragraph (3) above;

(5)commercial paper rated at least P-1 by Moody’s or A-1 by S&P and maturing within six months after the date of acquisition;

(6)(i) marketable direct obligations issued or unconditionally guaranteed by Chile, (ii) time deposits or certificates of deposit in Chilean pesos, Colombian pesos or US dollars of a Chilean or Colombian bank (other than any affiliate of the Company or Parent, as the case may be), as the case may be, the commercial paper or other short-term unsecured debt obligations of which (or in the case of a bank that is the principal subsidiary of a holding company, the holding company) are rated the highest rating of any Chilean or Colombian bank, but in no event less than the short-term rating of A-2 by S&P or P-2 by Moody’s, and maturing within 90 days (unless the short-term rating is not less than A-1 by S&P or P-1 by Moody’s in which case maturing within one year from the date of acquisition thereof by the Company, Parent or a Restricted Subsidiary) (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) above entered into with a bank (other than any affiliate of the Company or Parent) meeting the qualifications described in clause (ii) above, or (iv) commercial paper of a Chilean or Colombian issuer (other than any affiliate of the Company or Parent) the long-term unsecured debt obligations of which are rated the highest rating of a Chilean or Colombian issuer, but in no event less than the equivalent short-term rating of A-2 by S&P or P-2 by Moody’s, and maturing within 90 days (unless the short-term rating is not less than A-1 by S&P or P-1 by Moody’s, in which case maturing within one year from the date of acquisition thereof by the Company, Parent or a Restricted Subsidiary);

(7)money market funds at least 95% of the assets of which consist of investments of the type described in paragraphs (1) through (6) above; or

(8)substantially similar investments of comparable credit quality to paragraph (1) through (7) above, denominated in the currency of any jurisdiction in which the Company, Parent or any Restricted Subsidiary conducts business, of issuers whose country’s credit rating is at least “BBB- “ (or the then equivalent grade) by S&P and the equivalent rating by Moody’s.

6

“Certificated Note” means a Note in registered individual form without interest coupons.

“Change of Control” means:

(1)the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Parent and its Restricted Subsidiaries, taken as a whole, to any Person, other than a Permitted Holder;

(2)Parent consolidates, amalgamates, or merges with or into, any Person, or any Person consolidates, amalgamates, or merges with or into Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of Parent or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of Parent outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance), (B) immediately after such transaction, the Permitted Holders are the beneficial owners, directly or indirectly in the aggregate, of at least 15% of the Voting Stock of the surviving or transferee Person, or (C) immediately after such transaction, no person other than a Permitted Holder is the beneficial owner, directly or indirectly in the aggregate, of more than 35% of the Voting Stock of the surviving or transferee “person” (as such term is used in Section 13(d) and 14(d) of the Exchange Act);

(3)the consummation of any transaction (including without limitation, any consolidation, amalgamation or merger) the result of which is that (x) any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)  (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Parent, measured by voting power rather than number of shares;

(4)individuals who on the Issue Date constituted the Board of Directors of Parent, together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of Parent, respectively was approved by a majority of the directors of the Parent then still in office who were either directors or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board of Directors of Parent then in office; or

7

(5)the adoption of a plan relating to the liquidation or dissolution of Parent.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means the Share Collateral and the Intercompany Loan Collateral.

“Collateral Agent” means Deutsche Bank Trust Company Americas, in its capacity as Collateral Agent under the Pledge Agreements, until a successor replaces it and, thereafter, means the successor.

“Company” or “Issuer” means the party named as such in the first paragraph of the Indenture or any successor obligor under the Indenture and the Notes pursuant to Article 5.

“Company Order” means a written request or order signed in the name of the Company by an Officer.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of maturity of February 11, 2020.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Interest Charges” means, for any period, the sum of:

(1)Interest Expense for such period; and

(2)the product of

(x)cash and non-cash dividends paid, declared, accrued or accumulated on any Disqualified or Preferred Stock of the Company, Parent or a Restricted Subsidiary, except for dividends payable in Parent’s Qualified Stock or paid to the Company, Parent or to a Restricted Subsidiary, and

(y)a fraction, the numerator of which is one and the denominator of which is one minus the sum of the currently effective combined Federal, state, local and foreign tax rate applicable to the Company, Parent and the Restricted Subsidiaries.

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“Consolidated Net Income” means, for any period, the aggregate net income (or loss) of the Company, Parent and the Restricted Subsidiaries for such period determined on a consolidated basis in conformity with IFRS, provided that the following (without duplication) will be excluded in computing Consolidated Net Income:

(1)the net income (but not loss) of any Person that is not the Company or a Restricted Subsidiary, except to the extent of the lesser of

(x)the dividends or other distributions actually paid in cash to the Company, Parent or any of the Restricted Subsidiaries (subject to paragraph (3) below) by such Person during such period, and

(y)Parent’s pro rata share of such Person’s net income earned during such period;

(2)any net income (or loss) of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition;

(3)the net income (but not loss) of the Company or any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by the Company or such Restricted Subsidiary of such net income would not have been permitted for the relevant period by charter or by any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to the Company or such Restricted Subsidiary;

(4)any net after-tax gains or losses attributable to Asset Sales or the extinguishment of Debt;

(5)any net after-tax extraordinary gains or losses; and

(6)the cumulative effect of a change in accounting principles.

In calculating the aggregate net income (or loss) of the Company, Parent and the Restricted Subsidiaries on a consolidated basis, income attributable to Unrestricted Subsidiaries will be excluded altogether.

“Consolidated Tangible Assets” means, for the Company, Parent and the Restricted Subsidiaries, at any time, the total consolidated assets of the Company, Parent and the Restricted Subsidiaries as set forth on the balance sheet as of the most recent fiscal quarter, less any assets that would be treated as intangible assets on such balance sheet in accordance with IFRS.

“Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the

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date of the Indenture is located at Deutsche Bank Trust Company Americas, Trust and Securities Services, 60 Wall Street, 27th Floor,  MS: NYC60-2710,  New York, NY 10005, Attention: Corporates Team — GeoPark Latin America.

“Credit Facilities” means one or more credit facilities (including the Methanex Gas Prepayment Agreement) with banks or other lenders providing for revolving credit loans or term loans or the issuance of letters of credit or bankers’ acceptances or the like.

“Debt” means, with respect to any Person, without duplication:

(1)all indebtedness of such Person for borrowed money;

(2)all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid in 10 Business Days;

(4)all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under IFRS, excluding trade payables arising in the ordinary course of business;

(5)all obligations of such Person as lessee under Capital Leases;

(6)all Debt of other Persons Guaranteed by such Person to the extent so Guaranteed;

(7)all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; and

(8)all obligations of such Person under Hedging Agreements.

The amount of Debt of any Person will be deemed to be:

(A)with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B)with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt;

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(C)with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt;

(D)with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person; and

(E)otherwise, the outstanding principal amount thereof.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Depositary” means the depositary of each Global Note, which will initially be DTC.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are:

(1)required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the Notes for consideration other than Qualified Equity Interests, or

(2)convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt;

provided that Equity Interests will not constitute Disqualified Equity Interests solely because of provisions giving holders thereof the right to require repurchase or redemption upon an “asset sale” or “change of control” occurring prior to the Stated Maturity of the Notes if those provisions:

(A)are no more favorable to the Holders than Section 4.13 and Section 4.14, and

(B)specifically state that repurchase or redemption pursuant thereto will not be required prior to the Company’s repurchase of the Notes as required by the Indenture.

“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Dollar-Denominated Production Payments” means production payment obligations recorded as liabilities in accordance with IFRS, together with all undertakings and obligations in connection therewith.

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

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“DTC Legend” means the legend set forth in Exhibit D.

“EBITDA” means, for any period, the sum of:

(1)Consolidated Net Income, plus

(2)Consolidated Interest Charges, to the extent deducted in calculating Consolidated Net Income, plus

(3)to the extent deducted in calculating Consolidated Net Income and as determined on a consolidated basis for the Company, Parent and the Restricted Subsidiaries in conformity with IFRS:

(A)income taxes, other than income taxes or income tax adjustments (whether positive or negative) attributable to Asset Sales or extraordinary gains or losses;

(B)depreciation, amortization and all other non-cash items (such as write-offs, impairments and share based payments) reducing Consolidated Net Income (not including non-cash charges in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income;

(C)all non-recurring losses (and minus all non-recurring gains);

provided that, with respect to the Company and any Restricted Subsidiary, such items will be added only to the extent and in the same proportion that the Company’s and the relevant Restricted Subsidiary’s net income was included in calculating Consolidated Net Income, plus

(4)net after-tax losses attributable to Asset Sales, and net after-tax extraordinary losses, to the extent reducing Consolidated Net Income.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

“Equity Offering” means an offering for cash, after the Issue Date, of Qualified Stock of Parent or of any direct or indirect parent of Parent (to the extent the proceeds thereof are contributed to the common equity of Parent).

“European Paying Agent, Registrar and Transfer Agent” shall mean Deutsche Bank Luxembourg S.A., or in of its successors and assigns.

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“European Paying Agent Corporate Trust Office” means the office of the European Paying Agent, Registrar and Transfer Agent at which the corporate trust business of the European Paying Agent, Registrar and Transfer Agent is principally administered, which at the date of the Indenture is located at Deutsche Bank Luxembourg S.A., 2, Boulevard Konrad Adenauer, L-1115 Luxembourg, Luxembourg, Attention Trust and Securities Services — CTAS.

“Event of Default” has the meaning assigned to such term in Section 6.01.

“Excess Proceeds” has the meaning assigned to such term in Section 4.14.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Farm-In Agreement” means an agreement whereby a Person agrees to pay all or a share of the drilling, completion or other expenses of an exploratory or development well (which agreement may be subject to a maximum payment obligation, after which expenses are shared in accordance with the working or participation interests therein or in accordance with the agreement of the parties) or perform the drilling, completion or other operation on such well in exchange for an ownership interest in an oil or gas property.

“Farm-Out Agreement” means a Farm-In Agreement, viewed from the standpoint of the party that transfers an ownership interest to another.

“Fitch” means Fitch Inc. and its successors.

“GeoPark Chile” means GeoPark Chile S.A., a sociedad anónima incorporated under the laws of Chile.

“GeoPark Colombia” means GeoPark Colombia S.A., a sociedad anónima incorporated under the laws of Chile.

“Global Note” means a Note in registered global form without interest coupons.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such

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obligee against loss in respect thereof, in whole or in part; provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means GeoPark Holdings Limited and each Person that executes a supplemental Indenture in the form of Exhibit B to the Indenture providing for the guaranty of the payment of the Notes, or any successor obligor under its Note Guaranty pursuant to Article 5, in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the Indenture.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates or (iii) commodity futures agreements or other similar agreement designed to protect against fluctuations in the prices of commodities related to the Oil and Gas Business (including, without limitation, oil, gas and methanol).

“Holder” or “Noteholder” means the registered holder of any Note.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, natural gas liquids, and all constituents, elements or compounds thereof and products refined or processed therefrom.

“IFRS” means International Financial Reporting Standards as adopted by the European Union as in effect from time to time.

“Immediate Family Member” means any relationship by blood, marriage, domestic partnership or adoption, no more remote than a first cousin.

“Incur” means, with respect to any Debt or Capital Stock, to incur, create, issue, assume or Guarantee such Debt or Capital Stock.  If any Person becomes a Restricted Subsidiary on any date after the date of the Indenture (including by redesignation of an Unrestricted Subsidiary or failure of an Unrestricted Subsidiary to meet the qualifications necessary to remain an Unrestricted Subsidiary), the Debt and Capital Stock of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.14.  The accretion of original issue discount or payment of interest in kind will not be considered an Incurrence of Debt.

“Indenture” means this Indenture, as amended or supplemented from time to time.

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“Initial Collateral” has the meaning assigned to such term in Section 11.02(d).

“Independent Financial Advisor” means an accounting firm, appraisal firm, investment banking firm or consultant that is, in the judgment of Parent’s Board of Directors, qualified to perform the task for which it has been engaged and which is independent in connection with the relevant transaction.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.

“Initial Intercompany Loan” means one or more loans of the net proceeds of the Notes issued on the Issue Date made by the Company to the Initial Loan Recipients on the Issue Date and pursuant to which each Initial Loan Recipients, agree to make payments to the Company or Parent, as applicable, which shall be subject to the terms of the relevant Acknowledgement of Debt.

“Initial Intercompany Loan Collateral” has the meaning assigned to such term in Section 11.02(d).

“Initial Loan Pledge Agreement” means the Pledge Agreement (Contrato de Prenda sin Desplazamiento sobre Créditos), dated as of the Issue Date, among the Company, the Initial Loan Recipients and the Collateral Agent, granting a first-priority security interest in the Initial Intercompany Loans, as the same may be amended from time to time in accordance with its terms and the Indenture.

“Initial Loan Recipients” means each of GeoPark Fell SpA, a company incorporated under the laws of Chile, and GeoPark Llanos SAS, a company incorporated under the laws of Colombia.

“Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof.

“Initial Pagaré” has the meaning assigned to such term in Section 11.02(d).

“Initial Share Collateral” has the meaning assigned to such term in Section 11.02(d).

“Initial Share Pledge Agreement” means the Pledge Agreement (“Contrato de Prenda sin Desplazamiento Sobre Acciones “), dated as of the Issue Date, between the Company and the Collateral Agent pledging all current and future Equity Interests held by the Company in GeoPark Chile and GeoPark Colombia, as the same may be amended from time to time in accordance with its terms and the Indenture.

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“Initial Purchasers” means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Initial Notes or Additional Notes by the Company.

“Intercompany Loans” means, collectively, the Initial Intercompany Loans and any Additional Intercompany Loans.

“Intercompany Loan Collateral” means the Initial Intercompany Loan Collateral, Intercompany Loans pledged pursuant to Additional Loan Pledge Agreements and any rights in a Promissory Note required pursuant to Section 4.12(b)(v)(C)(2).

“Interest Coverage Ratio” means, on any date (the “transaction date”), the ratio for Parent of:

(x)the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”) to

(y)the aggregate Consolidated Interest Charges during such reference period.

In making the foregoing calculation,

(1)pro forma effect will be given to any Debt, Disqualified Stock or Preferred Stock Incurred during or after the reference period to the extent the Debt is outstanding or is to be Incurred on the transaction date as if the Debt, Disqualified Stock or Preferred Stock had been Incurred on the first day of the reference period;

(2)pro forma calculations of interest on Debt bearing a floating interest rate will be made as if the rate in effect on the transaction date (taking into account any Hedging Agreement applicable to the Debt if the Hedging Agreement has a remaining term of at least 12 months) had been the applicable rate for the entire reference period;

(3)Consolidated Interest Charges related to any Debt, Disqualified Stock or Preferred Stock no longer outstanding or to be repaid or redeemed on the transaction date, except for Consolidated Interest Expense accrued during the reference period under a revolving credit to the extent of the commitment thereunder (or under any successor revolving credit) in effect on the transaction date, will be excluded;

(4)pro forma effect will be given to:

(A)the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

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(B)the acquisition or disposition of companies, divisions or lines of businesses by the Company, Parent and the Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a  Restricted Subsidiary after the beginning of the reference period, and

(C)the discontinuation of any discontinued operations but, in the case of Consolidated Interest Charges, only to the extent that the obligations giving rise to the Consolidated Interest Charges will not be obligations of the Company, Parent or any Restricted Subsidiary following the transaction date

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period.  To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

“Interest Expense” means, for any period, the consolidated interest expense of Parent, the Company and the Restricted Subsidiaries, plus, to the extent not included in such consolidated interest expense, and to the extent incurred, accrued or payable by Parent, the Company or the Restricted Subsidiaries, without duplication, (i) interest expense attributable to Sale and Leaseback Transactions, (ii) amortization of debt discount and debt issuance costs, (iii) capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, (vi) net costs associated with Hedging Agreements (including the amortization of fees), and (vii) any of the above expenses with respect to Debt of another Person Guaranteed by Parent, the Company or any of the Restricted Subsidiaries, as determined on a consolidated basis and in accordance with IFRS.

“Interest Payment Date” means each February 11 and August 11 of each year, commencing on August 11, 2013.

“Investment” means:

(1)any direct or indirect advance, loan or other extension of credit to another Person,

(2)any capital contribution to another Person, by means of any transfer of cash or other property or in any other form,

(3)any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other instruments or securities issued by another Person,

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including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or

(4)any Guarantee of any obligation of another Person.

If Parent, the Company or any Restricted Subsidiary (x) sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of Parent, or (y) designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, all remaining Investments of Parent, the Company and the Restricted Subsidiaries in such Person shall be deemed to have been made at such time.

“Investment Grade” means BBB- or higher by S&P, Baa3 or higher by Moody’s and BBB- or higher by Fitch, or the equivalent of such ratings by another Rating Agency.

“Issue Date” means the date on which the Initial Notes are originally issued under the Indenture.

“Latam Limited” means GeoPark Latin America Limited.

“Leverage Ratio” means, on any date (the “transaction date”), the ratio of:

(x)Debt of Parent, the Company and the Restricted Subsidiaries to

(y)the aggregate amount of EBITDA for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the “reference period”).

In making the foregoing calculation:

(1)any Debt, Disqualified Stock or Preferred Stock to be repaid or redeemed on the transaction date will be excluded; and

(2)pro forma effect will be given to:

(A)the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,

(B)the acquisition or disposition of companies, divisions or lines of businesses by Parent, the Company and the Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and

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(C)the discontinuation of any discontinued operations

that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period.  To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

“Loan Pledge Agreement” means the Initial Loan Pledge Agreement and any Additional Loan Pledge Agreement.

“Loan Recipient” means, on any date, the Restricted Subsidiary debtors under all outstanding Intercompany Loans.

“LGI” means LG International Corp.

“LGI-Chile Shareholders’ Agreement” means the shareholders’ agreement entered into by GeoPark Chile S.A., the Company and LGI dated May 20, 2011.

“LGI-Colombia Shareholders’ Agreement” means the shareholders’ agreement entered into by GeoPark Colombia S.A., the Company and LGI dated December 18, 2012.

“LGI Debt” means Debt of any Restricted Subsidiary Incurred under the terms of the LGI-Colombia Shareholders’ Agreement, or any other agreement with LGI, due to LGI

“Methanex Gas Prepayment Agreement” means the Amended and Restated Gas Prepayment Agreement dated January 5, 2011, among the Company, Parent and Methanex Chile S.A., as such agreement may be amended, modified, supplemented, extended, renewed, refinanced or replaced or substituted from time to time.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash (including, except in the case of Collateral, (i) payments in respect of deferred payment obligations to the extent corresponding to principal, but not interest, when received in the form of cash, and (ii) proceeds from the conversion of other consideration received when converted to cash), net of:

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(1)brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment bankers;

(2)provisions for taxes as a result of such Asset Sale without regard to the consolidated results of operations of Parent, the Company and the Restricted Subsidiaries;

(3)payments required to be made to holders of minority interests in the Company and Restricted Subsidiaries as a result of such Asset Sale or to repay Debt outstanding at the time of such Asset Sale that is secured by a Lien on the property or assets sold; and

(4)appropriate amounts to be provided as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations associated with such Asset Sale, with any subsequent reduction of the reserve other than by payments made and charged against the reserved amount to be deemed a receipt of cash.

“Non-U.S. Person” means a Person that is not a U.S. person, as defined in Regulation S.

“Non-Recourse Debt” means Debt as to which none of Parent, the Company or any Restricted Subsidiary provides any Guarantee and as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Parent, the Company or any Restricted Subsidiary.

“Notes” has the meaning assigned to such term in the Recitals.

“Notes due 2015” means the US$133.0 million aggregate principal amount of secured notes issued by the Company pursuant to a private placement made under Regulation S and later assigned to GeoPark Fell SpA.

“Note Guaranty” means the guaranty of the Notes by a Guarantor pursuant to the Indenture.

“OECD Country” means any member country of the Organisation for Economic Co-operation and Development.

“Obligations” means, with respect to any Debt, all obligations (whether in existence on the Issue Date or arising afterwards, absolute or contingent, direct or indirect) for or in respect of principal (when due, upon acceleration, upon redemption, upon mandatory repayment or repurchase pursuant to a mandatory offer to purchase, or otherwise), premium, interest, Additional Amounts, penalties, fees, indemnification, reimbursement and other amounts payable and liabilities with respect to such Debt, including all interest accrued or accruing

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after the commencement of any bankruptcy, insolvency or reorganization or similar case or proceeding at the contract rate (including, without limitation, any contract rate applicable upon default) specified in the relevant documentation, whether or not the claim for such interest is allowed as a claim in such case or proceeding.

“Offering Memorandum” means the Preliminary Offering Memorandum dated January 25, 2013 and the Final Offering Memorandum dated February 4, 2013, in each case relating to the Notes.

“Offer to Purchase” has the meaning assigned to such term in Section 3.06.

“Officer” means, with respect to any Person, the chairman of the Board of Directors, the president or chief executive officer, any director, the principal financial officer, the principal legal officer, the treasurer or any assistant treasurer, the principal accounting officer, controller, or the secretary or any assistant secretary, of such Person, or any Person otherwise authorized to act as legal representative or attorney-in-fact on behalf of such Person.

“Officers’ Certificate” means, with respect to any Person, a certificate signed by any Officer of such Person.

“Offshore Global Note” means a Global Note representing Notes issued and sold pursuant to Regulation S.

“Oil and Gas Business” means:

(1)the business of acquiring, exploring, exploiting, developing, producing, operating, transporting and disposing of interests in oil, natural gas, liquefied natural gas and other Hydrocarbon properties or products produced in association with any of the foregoing;

(2)any business relating to oil and gas field sales and service; and

(3)any business or activity relating to, arising from, or necessary, appropriate or incidental to the activities described in the foregoing paragraphs (1) through (3) of this definition.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company (except as otherwise provided in the Indenture), obtained at the expense of the Company, or the surviving or transferee Person or a Restricted Subsidiary, and who is reasonably acceptable to the Trustee.

“Parent” means GeoPark Holdings Limited and its successors.

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“Paying Agent” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.

“Permitted Debt” has the meaning assigned to such term in Section 4.06.

“Permitted Business” means the Oil and Gas Business.

“Permitted Business Investments” means Investments and expenditures made in the ordinary course of, and of a nature that is or shall have become customary in, the Oil and Gas Business as a means of actively exploiting, exploring for, acquiring, developing, processing, gathering, marketing or transporting oil, natural gas, other Hydrocarbons and minerals (including with respect to plugging and abandonment) through agreements, transactions, interests or arrangements that permit one to share risks or costs of such activities or comply with regulatory requirements regarding local ownership, including without limitation, (a) ownership interests in oil, natural gas, other Hydrocarbons and minerals properties, liquefied natural gas facilities, processing facilities, gathering systems, pipelines, storage facilities or related systems or ancillary real property interests; (b) Investments in the form of or pursuant to operating agreements, working interests, royalty interests, mineral leases, processing agreements, Farm-In Agreements, Farm-Out Agreements, contracts for the sale, transportation or exchange of oil, natural gas, other Hydrocarbons and minerals, production sharing agreements, participation agreements, development agreements, area of mutual interest agreements, unitization agreements, pooling agreements, joint bidding agreements, service contracts, joint venture agreements, partnership agreements (whether general or limited), subscription agreements, stock purchase agreements, stockholder agreements and other similar agreements (including for limited liability companies) with third parties; and (c) direct or indirect ownership interests in drilling rigs and related equipment, including, without limitation, transportation equipment.

“Permitted Collateral Liens” means: (1) Liens on the Collateral to secure Obligations in respect of the Notes (excluding any Additional Notes); and (2) Liens on the Collateral that rank pari passu with the Liens securing the Obligations in respect of the Notes and that secure Obligations in respect of Additional Notes permitted to be Incurred pursuant to the covenant described under Section 4.06.

“Permitted Holders” means Gerard E. O’Shaughnessy and James F. Park and their respective Immediate Family Members or the former spouses (including widows and widowers), heirs or lineal descendants of any of the foregoing and any Affiliate of the foregoing.

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“Permitted Investments” means:

(1)any Investment in the Company, Parent or in a Restricted Subsidiary that is engaged in a Permitted Business;

(2)any Investment in Cash Equivalents;

(3)any Investment by the Company, Parent or any Subsidiary of Parent in a Person, if as a result of such Investment,

(A)such Person becomes a Restricted Subsidiary engaged in a Permitted Business, or

(B)such Person is merged or consolidated with or into, or transfers or conveys substantially all its assets to, or is liquidated into, the Company, Parent or a Restricted Subsidiary engaged in a Permitted Business;

(4)Investments received as non-cash consideration in an Asset Sale made pursuant to and in compliance with Section 4.14;

(5)Hedging Agreements otherwise permitted under the Indenture;

(7)(i) receivables owing to the Company, Parent or any Restricted Subsidiary if created or acquired in the ordinary course of business, (ii) endorsements for collection or deposit in the ordinary course of business, and (iii) securities, instruments or other obligations received in compromise or settlement of debts created in the ordinary course of business, or by reason of a composition or readjustment of debts or reorganization of another Person, or in satisfaction of claims or judgments;

(7)Permitted Business Investments;

(8)payroll, travel and other loans or advances to, or Guarantees issued to support the obligations of, officers and employees, in each case in the ordinary course of business, not in excess of US$1.0 million (or the equivalent in other currencies) outstanding at any time;

(9)extensions of credit to customers and suppliers in the ordinary course of the Oil and Gas Business; and

(10)in addition to Investments listed above, other Investments not to exceed US$10.0 million (or the equivalent in other currencies).

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“Permitted Liens” means:

(1)Liens existing on the Issue Date;

(2)Liens securing the Notes or any Note Guaranty;

(3)Liens securing Obligations under or with respect to Credit Facilities of the Company, Parent or any Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor, in the aggregate not to exceed the amount of Debt permitted under Section 4.06(b)(i);

(4)pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts or leases, or to secure public or statutory obligations, surety bonds, customs duties and the like, or for the payment of rent, in each case incurred in the ordinary course of business and not securing Debt;

(5)Liens imposed by law, such as carriers’, vendors’, warehousemen’s and mechanics’ liens, in each case for sums not yet due or being contested in good faith and by appropriate proceedings;

(6)Liens in respect of taxes and other governmental assessments and charges which are not yet due or which are being contested in good faith and by appropriate proceedings;

(7)Liens securing reimbursement obligations with respect to letters of credit that encumber documents and other property relating to such letters of credit and the proceeds thereof;

(8)survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property, not interfering in any material respect with the conduct of the business of the Company, Parent and the Restricted Subsidiaries;

(9)licenses or leases or subleases as licensor, lessor or sublessor of any of its property, including intellectual property, in the ordinary course of business;

(10)customary Liens in favor of trustees and escrow agents, and netting and setoff rights, banker’s liens and the like in favor of financial institutions and counterparties to financial obligations and instruments, including Hedging Agreements;

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(11)Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of such assets;

(12)options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like;

(13)judgment liens, and Liens securing appeal bonds or letters of credit issued in support of or in lieu of appeal bonds, so long as no Event of Default then exists as a result thereof;

(14)Liens (including the interest of a lessor under a Capital Lease) on property that secure Debt Incurred under Section 4.06(a) or Section 4.06(b)(ix) for the purpose of financing all or any part of the purchase price or cost of construction or improvement of such property (including, for the avoidance of doubt, improvements on property consisting of undeveloped land) and which attach within 180 days after the date of such purchase or the completion of construction or improvement;

(15)Liens on property of a Person at the time such Person becomes a Restricted Subsidiary, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company, Parent or any Restricted Subsidiary;

(16)Liens on property at the time the Company, Parent or any of the Restricted Subsidiaries acquires such property, including any acquisition by means of a merger or consolidation with or into the Company, Parent or a Restricted Subsidiary of such Person, provided such Liens were not created in contemplation thereof and do not extend to any other property of the Company, Parent or any Restricted Subsidiary;

(17)Liens securing Debt or other obligations of the Company, Parent or a Restricted Subsidiary to the Company, or a Restricted Subsidiary;

(18)Liens securing Hedging Agreements so long as such Hedging Agreements relate to Debt for borrowed money that is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Agreements;

(19)any pledge of the Capital Stock of an Unrestricted Subsidiary to secure Debt of such Unrestricted Subsidiary, to the extent such pledge constitutes an Investment permitted under Section 4.07;

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(20)[reserved];

(21)extensions, renewals or replacements of any Liens referred to in paragraphs (1), (2), (14) or (15) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of Permitted Refinancing Debt, the amount secured by such Lien is not increased;

(22)Liens in respect of Production Payments and Reserve Sales;

(23)Liens on pipelines and pipeline facilities that arise by operation of law;

(24)Liens arising under joint venture agreements, partnership agreements, oil and gas leases or subleases, assignments, purchase and sale agreements, division orders, contracts for the sale, purchasing, processing, transportation or exchange of oil or natural gas, unitization and pooling declarations and agreements, development agreements, area of mutual interest agreements, licenses, sublicenses, net profits interests, participation agreements, Farm-Out Agreements, Farm-In Agreements, carried working interest, joint operating, unitization, royalty, sales and similar agreements relating to the exploration or development of, or production from, oil and gas properties entered into in the ordinary course of business in a Permitted Business;

(25)Liens reserved in oil and gas mineral leases for bonus, royalty or rental payments and for compliance with the terms of such leases;

(26)Liens on, or related to, properties or assets to secure all or part of the costs incurred in the ordinary course of a Permitted Business for exploration, drilling, development, production, processing, transportation, marketing, storing, abandonment or operation; and

(27)other Liens securing obligations in an aggregate amount not exceeding (x) US$25 million (or the equivalent in other currencies) or (y) 5.0% of Consolidated Tangible Assets.

“Permitted Refinancing Debt” has the meaning assigned to such term in Section 4.06.

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including a government or political subdivision or an agency or instrumentality thereof.

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“Pledge Agreements” means the Loan Pledge Agreement and the Share Pledge Agreement.

“Pledged Subsidiary” has the meaning assigned to such term in Section 4.12(e)(i).

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“principal” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.

“Production Payments and Reserve Sales” means Dollar-Denominated Production Payments and Volumetric Production Payments, collectively.

“Promissory Note” means a promissory note evidencing an Intercompany Loan, including in the form of a pagaré con carta de instrucciones.

“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Qualified Stock” means all Capital Stock of a Person other than Disqualified Stock.

“Rating Agencies” means each of S&P, Moody’s and Fitch; provided, that if either S&P, Moody’s or Fitch shall cease issuing a rating on the Notes for reasons outside the control of the Company, Parent may select a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by us as a replacement agency for S&P, Moody’s or Fitch, as the case may be.

“Reference Treasury Dealer” means Itau BBA USA Securities, Inc. and J.P. Morgan Securities LLC or any of their affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Company; provided that if any of the foregoing cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked price for the Comparable Treasury Issue

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(expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 3:30 pm New York City time on the third Business Day preceding such redemption date.

“refinance” has the meaning assigned to such term in Section 4.06.

“Register” has the meaning assigned to such term in Section 2.09.

“Registrar” means a Person engaged to maintain the Register.

“Regular Record Date” for the interest payable on any Interest Payment Date means the January 28 or July 28 (whether or not a Business Day) next preceding such Interest Payment Date.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Legend” means the legend set forth in Exhibit E.

“Regulation S Certificate” means a certificate substantially in the form of Exhibit F hereto.

“Related Party Transaction” has the meaning assigned to such term in Section 4.15.

“Relevant Date” means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect has been given to the Holders in accordance with the Indenture.

“Restricted Legend” means the legend set forth in Exhibit C.

“Restricted Payment” has the meaning assigned to such term in Section 4.07.

“Restricted Subsidiary” means any Subsidiary of Parent (excluding Latam Limited) other than an Unrestricted Subsidiary.

“Reversion Date” has the meaning assigned to such term in Section 4.23.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Certificate” means (i) a certificate substantially in the form of Exhibit G hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each

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such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

“S&P” means Standard & Poor’s Ratings Services and its successors.

“Sale and Leaseback Transaction” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.

“Share Pledge Agreement” means the Initial Share Pledge Agreement and any Additional Share Pledge Agreements.

“Share Collateral” means all the Equity Interests pledged pursuant to the Initial Share Pledge Agreement and the Additional Share Pledge Agreements.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Documents” means the Pledge Agreements, and any instrument or document executed and delivered pursuant to Section 4.12 or Article 11 to secure the Obligations of the Company with respect to the Notes.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Subordinated Debt” means any Debt of the Company, Parent or any Guarantor which is subordinated in right of payment to the Notes, the Initial Intercompany Loan or the Note Guaranty, as applicable, pursuant to a written agreement to that effect.

“Subsidiary” means with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of Parent.

“Subsidiary Guarantor” means the Guarantors except for Parent.

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“Suspended Covenants” has the meaning assigned to such term in Section 4.23.

“Suspension Period” has the meaning assigned to such term in Section 4.23.

“Taxes” has the meaning assigned to such term in Section 4.22.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Trustee” means the party named as such in the first paragraph of the Indenture or any successor Trustee under the Indenture pursuant to Article 7.

“U.S. Global Note” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

“U.S. Government Obligations” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.

“Unrestricted Subsidiary” means Servicios Southern Cross Limited and any Subsidiary of Parent that at the time of determination has previously been designated, and continues to be, an Unrestricted Subsidiary in accordance with Section 4.17.

“Volumetric Production Payment” means production payment obligations recorded as deferred revenue in accordance with IFRS, together with all related undertakings and obligations.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

“Wholly-Owned” means, with respect to any Restricted Subsidiary, a Restricted Subsidiary all of the outstanding Capital Stock of which (other than any director’s qualifying shares) is owned by Parent and one or more Wholly-Owned Restricted Subsidiaries (or a combination thereof).

Section 1.02.  Rules of Construction.  Unless the context otherwise requires or except as otherwise expressly provided,

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(a)an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

(b)“herein,” “hereof” and other words of similar import refer to the Indenture as a whole and not to any particular Section, Article or other subdivision;

(c)all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to the Indenture unless otherwise indicated;

(d)references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations);

(e)all references to principal, premium, if any, and interest in respect of the Notes will be deemed also to refer to any Additional Amounts which may be payable as set forth herein or in the Notes; and

(f)in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.

ARTICLE 2
THE NOTES

Section 2.01.  Form, Dating and Denominations; Legends.  (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A.  The terms and provisions contained in the form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of the Indenture.  The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage.  Each Note will be dated the date of its authentication.  The Notes will be issuable in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.

(b)(i) Except as otherwise provided in clause (c) below, Section 2.10(b)(iii) or (c) or Section 2.09(b)(iv), each Initial Note or Additional Note will bear the Restricted Legend or a Regulation S Legend, as the case may be.

(ii)Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.

(iii)Initial Notes and Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11.

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(iv)Initial Notes and Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.

(c)If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend or the Regulation S Legend, as the case may be, is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend or the Regulation S Legend, as the case may be, and the Trustee will comply with such instruction.

(d)By its acceptance of any Note bearing the Restricted Legend or a Regulation S Legend, as the case may be (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in the Indenture and in the Restricted Legend or in the Regulation S Legend, as the case may be, and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with the Indenture and such legend.

Section 2.02.  Execution and Authentication; Additional Notes.  (a) An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company.  If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.

(b)A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under the Indenture.

(c)At any time and from time to time after the execution and delivery of the Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication.  The Trustee will authenticate and deliver

(i)Notes for original issue in the aggregate principal amount not to exceed US$300,000,000.

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(ii)Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company,

after the following conditions have been met:

(A)Receipt by the Trustee of a Company Order specifying

(1)the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,

(2)whether the Notes are to be Initial Notes or, Additional Notes,

(3)in the case of Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,

(4)whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and

(5)other information the Company may determine to include or the Trustee may reasonably request.

(B)In the case of Additional Notes, if the Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes have a separate CUSIP number.

(C)Receipt by the Trustee of an Officers’ Certificate in accordance with Sections 12.03 and 12.04.

(d)The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture and will vote together as one class on all matters with respect to the Notes.

Section 2.03.  Registrar, Paying Agent, Transfer Agent, Collateral Agent and Authenticating Agent; Paying Agent to Hold Money in Trust.  (a) The Company may appoint one or more Registrars, one or more Transfer Agents and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in the Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent.  The Company may act as Registrar or (except for purposes of Article 8) Paying Agent.  In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of the Indenture relating to the obligations of the Trustee to be

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performed by the Agent and the related rights.  The Company initially appoints the Trustee as Registrar, Paying Agent, Transfer Agent and Collateral Agent, and Deutsche Bank Luxembourg S.A., as European Paying Agent, Registrar and Transfer Agent.

(b)The Company will at all times during the term of the Notes, while there is a European Paying Agent maintain a Paying Agent in a European Union jurisdiction which does not impose a withholding tax or deduction on payments in accordance with European Council Directive 2003/48/EC or any other European Union directive implementing the conclusions of the European Union Council of Economic and Finance (“ECOFIN”) council meeting of November 26-27, 2000 on the taxation of savings income.

(c)The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.

Section 2.04.  Replacement Notes.  In the event that any Note becomes mutilated, defaced, destroyed, lost or stolen, the Company will execute and, upon the Company’s request, the Trustee will authenticate and deliver a new Note, of like tenor (including the same date of issuance) and equal principal amount, registered in the same manner, and bearing interest from the date to which interest has been paid on such Note, in exchange and substitution for such note (upon surrender and cancellation thereof) or in lieu of and substitution for such Note. In the event that such Note is destroyed, lost or stolen, the applicant for a substitute Note will furnish to the Company and the Trustee such security or indemnity as may be required by them to hold each of them harmless, and, in every case of destruction, loss or theft of such Note, the applicant will also furnish to the Company and the Trustee satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Upon the issuance of any substituted Note, the Company may require the payment by the Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other fees and expenses (including the fees and expenses of the Trustee) connected therewith.

Section 2.05.  Outstanding Notes.  (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for

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(i)Notes cancelled by the Trustee or delivered to it for cancellation;

(ii)any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and

(iii)on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.

(b)A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand,  authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which a Responsible Officer of the Trustee knows to be so owned will be so disregarded).  Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.

Section 2.06.  Temporary Notes.  Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes.  Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes.  If temporary Notes are issued,  the Company will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes will be  exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so  exchanged, the temporary Notes will be entitled to the same benefits under the Indenture as definitive Notes.

Section 2.07.  Cancellation.  The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered   hereunder which the Company may have acquired in any manner whatsoever, and

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may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold.  Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment.  The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures or in accordance with the Company’s written instructions at the Company’s sole expense.  The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.

Section 2.08.  CUSIP and CINS Numbers.  The Company in issuing the Notes may use “CUSIP” and “CINS” numbers, and the Trustee will use CUSIP numbers or CINS numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no representation is made as to the correctness of such  numbers either as printed on the Notes or as contained  in any notice of redemption or exchange or Offer to Purchase.  The Company will promptly notify the Trustee of any change in the CUSIP or CINS numbers.

Section 2.09.  Registration, Transfer and Exchange.  (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.

(b)(i) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.

(ii)Each Global Note will be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except as set forth in Section 2.09(b)(iv).

(iii)Agent Members will have no rights under the Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.

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(iv)If (x) the Depositary notifies the Company (a copy of such notice to be provided to the Trustee by the Company) that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Company will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Company and Trustee by the Depositary, and thereupon the Global Note will be deemed canceled.  If such Note does not bear the Restricted Legend or the Regulation S Legend, as the case may be, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend or the Regulation S Legend, as the case may be.  If such Note bears the Restricted Legend or the Regulation S Legend, as the case may be, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend or the Regulation S Legend, as the case may be.

(v)Except as provided in paragraph (iv) or if an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary to issue Certificated Notes, no owner of a beneficial interest in any Note shall be entitled to receive Certificated Notes in exchange for such beneficial interest.

(c)Each Certificated Note will be registered in the name of the holder thereof or its nominee.

(d)A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10.  The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that

(x)no transfer or exchange will be effective until it is registered in such register and

(y)the Trustee will not be required (i) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or

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purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase.  Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.

From time to time the Company will execute and the Trustee will authenticate Additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.

No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to clause (b)(iv).

(e)(i) Global Note to Global Note.  If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note.  Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(ii)Global Note to Certificated Note.  If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

(iii)Certificated Note to Global Note.  If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the

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principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

(iv)Certificated Note to Certificated Note.  If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

Section 2.10.  Restrictions on Transfer and Exchange.  (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary.  The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.

(b)Subject to clause (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the paragraph of this clause set forth opposite in column C below.

A	B	C
U.S. Global Note	U.S. Global Note	(i)
U.S. Global Note	Offshore Global Note	(ii)
U.S. Global Note	Certificated Note	(iii)
Offshore Global Note	U.S. Global Note	(iv)
Offshore Global Note	Offshore Global Note	(i)
Offshore Global Note	Certificated Note	(iii)
Certificated Note	U.S. Global Note	(iv)
Certificated Note	Offshore Global Note	(ii)
Certificated Note	Certificated Note	(iii)

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(i)No certification is required.

(ii)The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.

(iii)The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Regulation S Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.  In the event that (A) the requested transfer or exchange takes place and a duly completed Regulation S Certificate is delivered to the Trustee or (B) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.

(iv)The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

(c)No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein) after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officers’ Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause an opinion of counsel and any other reasonable certifications and evidence in order to support such certificate.

Any Certificated Note delivered in reliance upon this clause will not bear the Restricted Legend.

(d)The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein) in accordance with its document retention policy, and the Company will have the right to inspect and make copies thereof at any reasonable time upon reasonable prior written notice to the Trustee.

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Section 2.11.  Offshore Global Notes.  Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Notes that bear the Regulation S Legend.

ARTICLE 3
REDEMPTION; OFFER TO PURCHASE

Section 3.01.  Optional Redemption With a Make-Whole Premium. At any time prior to February 11, 2017, the Company will have the right, at its option, to redeem any of the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of such Notes plus, the greater of (1) 1.00% of the then outstanding principal amount of the Notes, and (2) the excess, if any, of: (a) the present value at such redemption date of (i) the redemption price of the Notes at February 11, 2017 (such redemption price being set forth in the table below under Section 3.02) plus (ii) all required interest payments thereon through February 11, 2017, (excluding accrued but unpaid interest to the redemption date), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate as of such redemption date plus 50 basis points, over (b) the then outstanding principal amount of the Notes (the “Make-Whole Amount”), plus, in each case, any accrued and unpaid interest (including Additional Amounts, if any) on the principal amount of the Notes to the date of redemption.

Section 3.02. Optional Redemption Without a Make-Whole Premium. At any time and from time to time on or after February 11, 2017, the Company may, at its option, redeem all or part of the Notes upon not less than 45 days prior written notice to the Trustee and not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes, at the redemption prices, expressed as percentages of principal amount, set forth below, plus accrued and unpaid interest thereon (including Additional Amounts), if any, to the applicable redemption date, if redeemed during the 12 month period beginning on February 11 of the years indicated below:

Year	Percentage
2017	103.750	%
2018	101.875	%
2019 and after	100.000	%

Section 3.03.  Redemption With Proceeds of Equity Offerings.  At any time prior to February 11, 2016, the Company may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) at a redemption price of 107.50% of the principal amount thereof, plus accrued and unpaid interest (including Additional

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Amounts, if any) to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(a)Notes in an aggregate principal amount equal to at least 65% of the aggregate principal amount of Notes issued on the first Issue Date remain outstanding immediately after the occurrence of such redemption; and

(b)the redemption must occur within 90 days of the date of the closing of such Equity Offering.

Section 3.04.  Optional Redemption Upon a Tax Event.  The Notes may be redeemed, in whole but not in part, at the Company’s option, subject to applicable Bermuda and Chilean laws, at a redemption price equal to 100% of the outstanding principal amount of the Notes, plus accrued and unpaid interest (including Additional Amounts, if any) to the redemption date, if (A) the Company has or will become obligated to pay additional Amounts in respect of interest received on the Notes (i) with respect to Chilean Taxes, at a rate of withholding or deduction in excess of 4.0% or (ii) Bermuda Taxes or (B) an Initial Loan Recipient has or will become obligated to withhold or deduct any amount in respect of Taxes from a payment of interest on an Initial Intercompany Loan, which amount such Initial Loan Recipient is obligated to pay to Chile or any political subdivision or taxing authority thereof or therein and is not entitled to have refunded, credited, or offset against another tax that is required to be paid by such Initial Loan Recipient or a related person (collectively, “Excess Additional Amounts”), in each case set forth in (A) and (B) above, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of Chile or Bermuda or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction) in Chile or Bermuda, or any other jurisdiction with the power to impose, levy or assess Taxes in respect of payments on the Notes, if such change or amendment occurs on or after the date of the Indenture and such obligation cannot be avoided by the Company or such Initial Loan Recipient, as applicable, taking reasonable measures available to it; provided that no such notice of redemption will be given earlier than 60 days prior to the earliest date on which the Company or such Initial Loan Recipient, as applicable, would be obligated to pay such Excess Additional Amounts, were a payment in respect of the Notes or Initial Intercompany Loan, as applicable, then due. Prior to the giving of notice of redemption of Notes pursuant to the Indenture, the Company will deliver to the Trustee an Officers’ Certificate to the effect that the Company is or at the time of the redemption will be entitled to effect such a redemption pursuant to the Indenture, and setting forth in reasonable detail the circumstances giving rise to such right of redemption. The Officers’ Certificate shall be accompanied by a written opinion of recognized Bermuda counsel or Chilean counsel, as applicable, independent of the Company to the effect, among other things, that:

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(a)the Company or an Initial Loan Recipient, as applicable, is, or is expected to become, obligated to pay such Excess Additional Amounts as a result of a change or amendment, as described above;

(b)the Company or an Initial Loan Recipient, as applicable, cannot avoid payment of such Excess Additional Amounts by taking reasonable measures available to the Company or an Initial Loan Recipient, as applicable; and

(c)all governmental approvals necessary for the Company to effect the redemption have been obtained and are in full force and effect or specifying any such necessary approvals that as of the date of such opinion have not been obtained.

Section 3.05.  Method and Effect of Redemption.  (a) Notice of any redemption will be mailed by first-class mail, postage prepaid, at least 45 days before the redemption date to the Trustee and at least 30 but not more than 60 days before the redemption date to Holders of Notes to be redeemed at their respective registered addresses.  For so long as the Notes are listed on the Irish Stock Exchange for trading on the Global Exchange Market and the rules of the exchange require, the Company will cause notices of redemption to also be published as described in Section 12.02.

(b)The notice of redemption will identify the Notes to be redeemed and will include or state the following:

(i)the redemption date;

(ii)the redemption price, including the portion thereof representing any accrued interest;

(iii)the place or places where Notes are to be surrendered for redemption;

(iv)Notes called for redemption must be so surrendered in order to collect the redemption price;

(v)on the redemption date the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;

(vi)if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued; and

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(vii)if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.

(c)Notes called for redemption will become due on the date fixed for redemption.  The Company will pay the redemption price for the Notes together with accrued and unpaid interest thereon (including Additional Amounts, if any) through the date of redemption.  On and after the redemption date, interest will cease to accrue on the Notes as long as the Company has deposited with the paying agent funds in satisfaction of the applicable redemption price pursuant to the Indenture.  Upon redemption of the Notes by the Company, the redeemed Notes will be cancelled.

(d)If fewer than all of the Notes are being redeemed, the Trustee or Registrar will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate or in accordance with DTC procedures, in denominations of US$200,000 principal amount and higher integral multiples of US$1,000.  In the case of Certificated Notes, upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.  Once notice of redemption is sent to the Holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, Notes redeemed will cease to accrue interest.

(e)The Company may acquire Notes by means of the redemption provisions above or by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with the applicable securities laws, so long as such acquisition does not otherwise breach the terms of the Indenture.

Section 3.06.  Offer to Purchase.  (a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by the Indenture.  An Offer to Purchase must be made by written offer (as used in this Section, the “offer”) sent to the Holders.  The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

(b)The offer must include or state the following as to the terms of the Offer to Purchase:

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(i)the provision of the Indenture pursuant to which the Offer to Purchase is being made;

(ii)the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to the Indenture) (as used in this Section, the “purchase amount”);

(iii)the purchase price, including the portion thereof representing accrued interest;

(iv)an expiration date (as used in this Section, the “expiration date”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (as used in this Section, the “purchase date”) not more than five Business Days after the expiration date;

(v)a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in a multiple of US$1,000 principal amount;

(vi)the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;

(vii)each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);

(viii)interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;

(ix)on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;

(x)Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender;

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(xi)(A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B)  if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of US$1,000 principal amount will be purchased; provided that the principal amount of such tendering Holder’s Note will not be less than US$150,000;

(xii)if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and

(xiii)if any Note contains a CUSIP or CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.

(c)On or prior to the purchase date, the Company may require that each obligor prepay the relevant Intercompany Loan to the extent necessary to finance any repurchase by the Company of Notes tendered pursuant to the Offer to Purchase.

(d)Prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase.  On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.  The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part.

(e)The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.

(f)The Company will timely repay Debt or obtain consents as necessary under, or terminate, any agreements or instruments that would otherwise prohibit an Offer to Purchase required to be made pursuant to the Indenture.

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(g)Notwithstanding the foregoing, the Company will not be required to make an Offer to Purchase following a Change of Control, if Parent, a Restricted Subsidiary or a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase following a Change of Control made by the Company and if such Person purchases all Notes validly tendered and not withdrawn under such Offer to Purchase.

ARTICLE 4
COVENANTS

Section 4.01.  Payment of Notes.  (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and the Indenture.  Not later than 9:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture.  In each case the Company will promptly notify the Trustee of its compliance with this clause.

(b)An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment.  If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.

(c)The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.

(d)If a Holder of Notes in an aggregate principal amount of at least US$1,000,000 has given wire transfer instructions to the Company, the Company will make all principal, premium, if any, and interest payments (including Additional Amounts) in respect of those Notes in accordance with those instructions.

(e)All other payments in respect of the Notes represented by the Global Notes are to be made at the office or agency of the Paying Agent in New York City, unless the Company elects to make such payments by check mailed to the registered Holders at their registered addresses. With respect to Certificated

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Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.

Section 4.02.  Maintenance of Office or Agency.  The Company will maintain in the Borough of Manhattan, New York City, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and the Indenture may be served.  In addition, for so long as the Notes are listed on the Irish Stock Exchange for trading on the Global Exchange Market, the Company will maintain a, registrar paying agent and transfer agent in the European Union.  The Company hereby initially designates the Corporate Trust Office of the Trustee and the European Paying Agent Corporate Trust Office of the European Paying Agent, Registrar and Transfer Agent. as such offices of the Company.  The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 4.03.  Existence.  The Company and Parent will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of the Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company, Parent and each Restricted Subsidiary, provided that neither the Company nor Parent is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the Company or Parent, as applicable determines that the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company, Parent and the Restricted Subsidiaries taken as a whole; and provided further that this Section does not prohibit any transaction otherwise permitted by Section 4.14 or Article 5.

Section 4.04.  Payment of Taxes and other Claims.  The Company and Parent will pay or discharge, and cause each of its Restricted Subsidiaries to pay or discharge before the same become delinquent (i) all material taxes, assessments and governmental charges levied or imposed upon the Company, Parent or any Restricted Subsidiary or its income or profits or property, and (ii) all material lawful claims for labor, materials and supplies that, if unpaid, might by law become a Lien upon the property of the Company, Parent or any Restricted

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Subsidiary, other than any such tax, assessment, charge or claim the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves (to the extent required by IFRS) have been established.

Section 4.05.  Maintenance of Properties and Insurance.  (a) The Company and Parent will cause all properties used or useful in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Company or Parent, as applicable may be necessary so that the business of the Company, Parent and the Restricted Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in this Section prevents the Company, Parent or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Company or Parent, as applicable, desirable in the conduct of the business of the Company, Parent and the Restricted Subsidiaries taken as a whole.

(b)The Company and Parent shall provide or cause to be provided, for themselves and the Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated in the industry in which the Company, Parent and the Restricted Subsidiaries are then conducting business and owning like properties, including, but not limited to, products liability insurance and public liability insurance, with reputable insurers, in such amounts, with such deductibles and by such methods as are customary for corporations similarly situated in the industry in which the Company, Parent and the Restricted Subsidiaries are then conducting business; provided that none of the Company, Parent nor the Restricted Subsidiaries shall be required to maintain business interruption insurance.

Section 4.06.  Limitation on Debt and Disqualified or Preferred Stock.  (a) The Company and Parent:

(i)will not, and will not permit any of the Restricted Subsidiaries to, Incur any Debt; and

(ii)will not, and will not permit any Restricted Subsidiary to, Incur any Disqualified Stock, and will not permit any Restricted Subsidiary that is not a Guarantor to Incur any Preferred Stock (other than Disqualified or Preferred Stock of Restricted Subsidiaries held by the Company, Parent or a Restricted Subsidiary, so long as it is so held);

provided that the Company or any Guarantor may Incur Debt or Disqualified Stock and any Guarantor may Incur Preferred Stock if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of

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the proceeds therefrom, the Interest Coverage Ratio is not less than 3.50 to 1.00, and the Leverage Ratio is not greater than (i) 2.75 to 1.00 from the Issue Date until the second anniversary of the Issue Date, and (ii) 2.50 to 1.00 from the first day after the second anniversary of the Issue Date until maturity.

(b)Notwithstanding the foregoing, the Company, Parent and, to the extent provided below, any Restricted Subsidiary may Incur the following (“Permitted Debt”):

(i)Debt of the Company or any Guarantor pursuant to Credit Facilities; provided that the aggregate principal amount at any time outstanding does not exceed the greater of (x) US$40.0 million (or the equivalent in other currencies) or (y) 8.0% of Consolidated Tangible Assets, less the amount of mandatory reductions of such Debt made pursuant to the terms thereof and not concurrently refinanced by the Incurrence of Debt, and Guarantees of such Debt by any Guarantor;

(ii)Debt of the Company, Parent or any Restricted Subsidiary to the Company, Parent or any Restricted Subsidiary so long as such Debt continues to be owed to the Company, Parent or a Restricted Subsidiary and which, if the obligor is the Company, Parent or a Restricted Subsidiary (other than in the case of the Intercompany Loans), is subordinated in right of payment to the Notes and the Intercompany Loans;

(iii)the incurrence of (A) Debt of the Company pursuant to the Notes (other than Additional Notes) and (B) Debt of any Guarantor pursuant to a Note Guaranty or (C) Debt of any Restricted Subsidiary pursuant to the Intercompany Loans or Additional Intercompany Loans;

(iv)Debt (“Permitted Refinancing Debt”) constituting an extension or renewal of, replacement of, or substitution for, or issued in exchange for, or the net proceeds of which are used to repay, redeem, repurchase, refinance or refund, including by way of defeasance, (all of the above, for purposes of this paragraph, “refinance”) then outstanding Debt in an amount not to exceed the principal amount of the Debt so refinanced, plus premiums, fees and expenses; provided that

(A)in case the Debt to be refinanced is Subordinated Debt, the new Debt, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Debt to be refinanced is subordinated to the Notes,

(B)the new Debt does not have a Stated Maturity prior to the Stated Maturity of the Debt to be refinanced, and the Average

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Life of the new Debt is at least equal to the remaining Average Life of the Debt to be refinanced,

(C)in no event may Debt of the Company or any Guarantor be refinanced pursuant to this clause by means of any Debt of any Restricted Subsidiary that is not a Guarantor, and

(D)Debt Incurred pursuant to paragraphs (i), (ii), (iii)(C), (v), (vi), (ix), (x), (xi), (xii) and (xiii) of clause (b) may not be refinanced pursuant to this clause;

(v)Hedging Agreements of the Company, Parent or any Restricted Subsidiary entered into in the ordinary course of business for the purpose of limiting risks associated with the business of the Company, Parent and such Restricted Subsidiary and not for speculation;

(vi)Debt consisting of letters of credit, banker’s acceptances, performance bonds, appeal bonds, surety bonds, bid bonds, customs bonds and other similar bonds and reimbursement obligations Incurred by the Company, Parent or any Restricted Subsidiary in the ordinary course of business securing the performance of contractual, franchise or license obligations of the Company, Parent or any Restricted Subsidiary (in each case, other than for an obligation for borrowed  money);

(vii)Acquired Debt, provided that after giving effect to the Incurrence thereof, Parent could Incur at least US$1.00 of Debt under Section 4.06(a);

(viii)Debt of the Company, Parent or any Restricted Subsidiary outstanding on the Issue Date (and, for purposes of paragraph (iv)(d), not otherwise constituting Permitted Debt), other than the Notes due 2015;

(ix)Debt of the Company, any Guarantor or any Loan Recipient, which may include Capital Leases, Incurred on or after the Issue Date no later than 180 days after the date of purchase or completion of construction or improvement of property for the purpose of financing all or any part of the purchase price or cost of construction or improvement, provided that the principal amount of any Debt Incurred pursuant to this paragraph may not exceed (a) US$10.0 million (or the equivalent in other currencies) less (b) the aggregate outstanding amount of Permitted Refinancing Debt Incurred to refinance Debt Incurred pursuant to this paragraph;

(x)Any LGI Debt provided that the principal amount of any Debt Incurred pursuant to this clause may not exceed the greater of (x) US$30.0 million or (y) 6% of Consolidated Tangible Assets.

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(xi)Debt of the Company or any Guarantor consisting of Guarantees of Debt of the Company or any Guarantor Incurred under any other clause of this Section;

(xii)Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds or Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in connection with deposit accounts, in each case in the ordinary course of business; and

(xiii)Debt of the Company, Parent or any Restricted Subsidiary Incurred on or after the Issue Date not otherwise permitted in an aggregate principal amount at any time outstanding not to exceed US$30.0 million (or the equivalent in other currencies).

(c)Notwithstanding any other provision of this Section, for purposes of determining compliance with this Section, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Company, Parent or a Restricted Subsidiary may Incur under this Section.  For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced.  The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Debt is denominated that is in effect on the date of such refinancing.

(d)In the event that an item of Debt meets the criteria of more than one of the types of Debt described in this Section, the Company, in its sole discretion, will classify items of Debt and will only be required to include the amount and type of such Debt in one of such clauses and the Company will be entitled to divide and classify an item of Debt in more than one of the types of Debt described in this Section, and may change the classification of an item of Debt (or any portion thereof) to any other type of Debt described in this Section at any time; provided that Debt under the Credit Facilities outstanding on the Issue Date shall be deemed at all times to be Incurred under Section 4.06(b)(i).

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(e)For purposes of determining compliance with, and the outstanding principal amount of, any particular Debt Incurred pursuant to and in compliance with this Section:

(i)the outstanding principal amount of any item of Debt will be counted only once;

(ii)the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS;

(iii)Guarantees of, or obligations in respect of letters of credit or similar instruments relating to, Debt which is otherwise included in the determination of a particular amount of Debt will not be included; and

(iv)the accrual of interest, the accretion or amortization of original issue discount, the payment of regularly scheduled interest in the form of additional Debt of the same instrument or the payment of regularly scheduled dividends on Disqualified Stock in the form of additional Disqualified Stock with the same terms will not be deemed to be an Incurrence of Debt for purposes of this Section; provided that any such outstanding additional Debt or Disqualified Stock paid in respect of Debt Incurred pursuant to any provision of paragraph (ii) above will be counted as Debt outstanding thereunder for purposes of any future Incurrence under such provision.

Section 4.07.  Limitation on Restricted Payments.  (a) The Company and Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly (the payments and other actions described in the following paragraphs being collectively “Restricted Payments”):

(i)declare or pay any dividend or make any distribution on the Equity Interests of the Company, Parent or any of the Restricted Subsidiaries (other than dividends or distributions paid in Qualified Equity Interests) held by Persons other than the Company, Parent or any of the Restricted Subsidiaries;

(ii)purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company, Parent or any direct or indirect parent of Parent held by Persons other than the Company, Parent or any of the Restricted Subsidiaries;

(iii)repay, redeem, repurchase, defease or otherwise acquire or retire for value, or make any payment on or with respect to, any Subordinated Debt except a payment of interest or principal at Stated Maturity; or

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(iv)make any Investment other than a Permitted Investment;

unless, at the time of, and after giving effect to, the proposed Restricted Payment:

(A)no Default has occurred and is continuing,

(B)Parent could Incur at least US$1.00 of Debt under Section 4.06(a), and

(C)the aggregate amount expended for all Restricted Payments made on or after the Issue Date would not, subject to clause (c), exceed the sum of:

(1)50% of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100% of the amount of the loss) accrued on a cumulative basis during the period, taken as one accounting period, beginning on the first day of the fiscal quarter during which the Issue Date occurs and ending on the last day of Parent’s most recently completed fiscal quarter for which internal financial statements are available, plus

(2)subject to clause (c), the aggregate net cash proceeds and the fair market value of property other than cash received by Parent (other than from a Subsidiary) after the Issue Date from:

(x)the issuance and sale of Qualified Equity Interests of Parent, including by way of issuance of its Disqualified Equity Interests or Debt to the extent since converted into Qualified Equity Interests of the Company, or

(y)any contribution to its common equity, plus

(3)an amount equal to the sum, for all Unrestricted Subsidiaries, of the following:

(x)the cash return, after the Issue Date, on Investments in an Unrestricted Subsidiary made after the Issue Date pursuant to this clause (a) as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), plus

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(y)the portion (proportionate to Parent’s equity interest in such Subsidiary) of the fair market value of the assets less liabilities of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary,

not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments made after the Issue Date by the Company, Parent and the Restricted Subsidiaries in such Unrestricted Subsidiary pursuant to this paragraph (a), plus

(4)the cash return, after the Issue Date, on any other Investment made after the Issue Date pursuant to this paragraph (a), as a result of any sale for cash, repayment, redemption, liquidating distribution or other cash realization (not included in Consolidated Net Income), not to exceed the amount of such Investment so made.

The amount expended in any Restricted Payment, if other than in cash, will be deemed to be the fair market value of the relevant non-cash assets, as determined in good faith by the Board of Directors of Parent, whose determination will be conclusive and evidenced by a Board Resolution.

(b)The foregoing will not prohibit:

(i)the payment of any dividend within 60 days after the date of declaration thereof if, at the date of declaration, such payment would comply with clause (a) above;

(ii)dividends or distributions by the Company or a Restricted Subsidiary payable, on a pro rata basis or on a basis more favorable to Parent, to all holders of any class of Capital Stock of such Restricted Subsidiary or of the Company, a majority of which is held, directly or indirectly through Restricted Subsidiaries or the Company, by Parent;

(iii)the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Debt with the proceeds of, or in exchange for, Permitted Refinancing Debt;

(iv)the purchase, redemption or other acquisition or retirement for value of Equity Interests of Parent or any direct or indirect parent in exchange for, or out of the proceeds of a substantially concurrent offering of, Qualified Equity Interests of Parent or of a cash contribution to the common equity of Parent;

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(v)the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Debt of Parent in exchange for, or out of the proceeds of, a substantially concurrent offering of, Qualified Equity Interests of Parent or of a cash contribution to the common equity of Parent;

(vi)any Investment made in exchange for, or out of the net cash proceeds of, a substantially concurrent offering of Qualified Equity Interests of Parent or of a cash contribution to the common equity of Parent;

(vii)[reserved]

(viii)the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of any Subordinated Debt at a purchase price not greater than (x) 101% of the principal amount thereof in the event of  a change of control pursuant to a provision no more favorable to the holders thereof than Section 4.13 or (y) 100% of the principal amount thereof in the event of an Asset Sale pursuant to a provision no more favorable to the Holders thereof than Section 4.14, provided that, in each case, prior to the repurchase the Company or Parent (or a Restricted Subsidiary on behalf thereof) has made an Offer to Purchase and repurchased all Notes issued under the Indenture that were validly tendered for payment in connection with the offer to purchase; or

(ix)[reserved];

(x)Restricted Payments not otherwise permitted in an aggregate amount not to exceed US$10.0 million (or the equivalent in other currencies);

provided that, in the case of paragraphs (vi), (viii), and (x), no Default has occurred and is continuing or would occur as a result thereof.

(c)Proceeds of the issuance of Qualified Equity Interests will be included under paragraph (iii) of clause (a) only to the extent they are not applied as described in paragraph (iv), (v) or (vi) of clause (b). Restricted Payments permitted pursuant to paragraphs (iii), (iv), (v), (vi) or (viii) of clause (b) will not be included in making the calculations under paragraph (iii) of clause (a).

(d)For purposes of determining compliance with this Section, in the event that a Restricted Payment permitted pursuant to this Section or a Permitted Investment meets the criteria of more than one of the categories of Restricted Payment described in paragraphs (i) through (x) of clause (b) above or one or more paragraphs of the definition of Permitted Investments, as the case may be, the Company shall be permitted to classify such Restricted Payment or Permitted

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Investment on the date it is made, or later reclassify all or a portion of such Restricted Payment or Permitted Investment, in any manner that complies with this Section, and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant to only one of such clauses of this Section or of the definition of Permitted Investments, as the case may be.  For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any amount paid, repaid, returned, distributed or otherwise received in cash in respect of such Investment.

Section 4.08.  Limitation on Liens.  The Company and Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien of any nature whatsoever on any of its properties or assets (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, other than (1) in the case of any property that does not constitute Collateral, Permitted Liens, provided, however, that any Lien on such property shall be permitted notwithstanding that it is not a Permitted Lien if all Obligations under the Indenture and the Notes are secured on an equal and ratable basis with (or, if the obligation to be secured by the Lien is subordinated in right of payment to the Notes or any Note Guaranty, prior to) the obligations so secured for so long as such obligations are no longer secured by a Lien on such property; and (2) in the case of any property that constitutes Collateral, Permitted Collateral Liens.

Section 4.09.  Limitation on Transfer, Prepayment or Modification of the Intercompany Loans. (a) Parent, the Company, each Subsidiary Guarantor and each Restricted Subsidiary will not (i) amend, modify, supplement or waive any rights of Parent, the Company, such Subsidiary Guarantor or such Restricted Subsidiary, (ii) prepay, unless otherwise permitted by the Indenture, (iii) replace or refinance, or (iv) sell, assign, transfer, grant participations in or otherwise dispose of any of its rights or obligations under any of the Intercompany Loans; so long as any such Intercompany Loan constitutes Collateral; it being understood that this clause(a) shall not prohibit the Company from amending, modifying or supplementing an Intercompany Loan as required under Section 4.12(b)(iii).

(b)The Intercompany Loans shall be prepayable, at the option of the Company, Parent or a Subsidiary Guarantor, by the applicable Loan Recipients upon the repayment in full or in part of the Notes, whether at maturity, on early redemption, pursuant to an Offer to Purchase. Upon the exercise of such option, the Company, Parent or such Subsidiary Guarantor, as the case may be, will use their best efforts to cause the applicable Intercompany Lenders to demand prepayment of the Intercompany Loans from the applicable Loan Recipients.

Section 4.10.  Limitation On Dividend And Other Payment Restrictions Affecting Restricted Subsidiaries. (a) Except as provided in clause (b) below, the Company and Parent will not, and will not permit any Restricted Subsidiary to,

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create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to:

(i)pay dividends or make any other distributions on or in respect of any Equity Interests of a Restricted Subsidiary owned by Parent or any other Restricted Subsidiary,

(ii)pay any Debt or other obligation owed to the Company or any other Restricted Subsidiary,

(iii)make loans or advances to, or Guarantee any Debt or other obligations of, or make any Investment in, the Company, Parent or any Restricted Subsidiary, or

(iv)transfer any of its property or assets to the Company or any other Restricted Subsidiary.

(b)The provisions of clause (a) do not apply to any encumbrances or restrictions

(i)existing on the Issue Date in the Indenture or any other agreements in effect on the Issue Date, and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing; provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, in the good faith judgment of the Company or Parent, as the case may be, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;

(ii)existing under or by reason of applicable law, rule, regulation or order;

(iii)existing

(A)with respect to any Person, or to the property or assets of any Person, at the time the Person is acquired by the Company, Parent or any Restricted Subsidiary, or

(B)with respect to any Unrestricted Subsidiary at the time it is designated or is deemed to become a Restricted Subsidiary,

which encumbrances or restrictions (i) are not applicable to any other Person or the property or assets of any other Person and (ii) were not put

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in place in anticipation of such event and any amendments, modifications, restatements, extensions, renewals, replacements or refinancings of any of the foregoing, provided that the encumbrances and restrictions in the amendment, modification, restatement, extension, renewal, replacement or refinancing are, taken as a whole, in the good faith judgment of the Company or Parent, as the case may be, no less favorable in any material respect to the Noteholders than the encumbrances or restrictions being amended, modified, restated, extended, renewed, replaced or refinanced;

(iv)of the type described in paragraph (a)(iv) arising or agreed to in the ordinary course of business  (i) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license, conveyance or similar contract, including with respect to intellectual property, (ii) that restrict in a customary manner, pursuant to provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements, including the LGI-Chile Shareholders’ Agreement and the LGI-Colombia Shareholders’ Agreement and other similar agreements, the transfer of ownership interests in, or assets of, such partnership, limited liability company, joint venture or similar Person (in each case relating solely to the respective partnership, limited liability company, joint venture or similar Person) or (iii) by virtue of any Lien on, or agreement to transfer, option or similar right with respect to any property or assets of, the Company, Parent or any Restricted Subsidiary;

(v)with respect to a Restricted Subsidiary and imposed pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock of, or property and assets of, the Restricted Subsidiary that is permitted by Section 4.14;

(A)contained in the terms governing any Debt if (as determined in good faith by the Company or Parent, as the case may be) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Company or any Guarantor to make payments on the Notes or (y) in the case of any Permitted Refinancing Debt, are, taken as a whole, no less favorable in any material respect to the Noteholders than those contained in the agreements governing the Debt being refinanced; or

(B)required pursuant to the Indenture, the Notes or any Note Guaranty.

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Section 4.11.  Future Guarantors.  If, after the Issue Date, (a) any Person, other than any Subsidiary as of the Issue Date, becomes a Wholly-Owned Restricted Subsidiary (other than any such Wholly-Owned Restricted Subsidiary that cannot provide guarantees due to local regulatory reasons as determined in good faith by the Board of Directors as evidenced by a Board Resolution); (b) any Restricted Subsidiary Guarantees any other Debt of Parent, Latam Limited, the Company or any Restricted Subsidiary; or (c) Parent otherwise elects to have any Restricted Subsidiary become a Guarantor; then, in each such case, Parent shall cause such Restricted Subsidiary to:

(i)execute and deliver to the Trustee a supplemental indenture in form of Exhibit B to the Indenture providing for the Guarantee of the payment of the Notes, and

(ii)deliver to the Trustee an Officers’ Certificate and Opinion of Counsel stating that such supplemental indenture and further providing that such Guarantee (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary that is enforceable in accordance with its terms.

Section 4.12.  Future Pledges of Equity Interests and Intercompany Loans.

(a)Equity Interests. If, after the Issue Date, (1) a Restricted Subsidiary other than (x) a Subsidiary Guarantor, (y) a Restricted Subsidiary that does not represent more than 5.0% of Parent’s consolidated total assets or more than 5.0% of Parent’s consolidated net income in any fiscal year following the Issue Date, or (z) where a first-priority perfected security interest in the Equity Interests of such Restricted Subsidiary cannot be granted due to local regulatory reasons, as determined in good faith by the Board of Directors of Parent whose determination will be conclusive and evidenced by a Board Resolution; (2) Parent, directly or indirectly, acquires Equity Interests in GeoPark Chile or GeoPark Colombia or (3) Parent otherwise so elects, then, in each such case, Parent shall cause:

(i)a first-priority perfected security interest in all of Parent’s direct or indirect Equity Interests in such Restricted Subsidiary (a “Pledged Subsidiary”), GeoPark Chile and GeoPark Colombia, as the case may be, to be granted, pursuant to an Additional Share Pledge Agreement to the Collateral Agent on the same terms (including with respect to priority) as the pledges of the Initial Pledged Shares; and

(ii)to deliver to the Collateral Agent an Officers’ Certificate and Opinion of Counsel in form and substance customary for such jurisdiction and otherwise reasonably satisfactory to the Collateral Agent stating that (1) such Additional Share Pledge Agreement (A) has been duly authorized, executed and delivered by such Pledged Subsidiary, and

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(B) constitutes a valid and legally binding obligation of such Pledged Subsidiary that is enforceable in accordance with its terms, and (2) as to the validity and perfection of the Liens on the property on which a Lien is purported to be created pursuant to such Additional Share Pledge Agreement.  In addition, the Company shall deliver an Officers’ Certificate to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in such property.

Notwithstanding the foregoing, except for paragraph (ii) above, Parent shall not be required to pledge the direct or indirect Equity Interests of any Subsidiary of a Pledged Subsidiary, if such Pledged Subsidiary is not Wholly-Owned.

(b)Intercompany Loans.

(i)Any transfers, loans, deposits, disbursements, payments or otherwise of cash or Cash Equivalents after the Issue Date made by the Company, Parent or a Subsidiary Guarantor to any Restricted Subsidiary (other than a Subsidiary Guarantor) up to an aggregate amount not to exceed, together with the aggregate amount of the Initial Intercompany Loans, the aggregate principal amount outstanding under the Notes (including any Additional Notes), will be made pursuant to Additional Intercompany Loans.  Once the aggregate amount outstanding of the Intercompany Loans is equal to the aggregate principal amount outstanding under the Notes (including any Additional Notes), if any such Intercompany Loans are prepaid by the Loan Recipient as permitted by the terms of the Indenture, the Company, Parent and Subsidiary Guarantors will be required to make future transfers, loans, deposits, disbursements, payments or otherwise of Cash or Cash Equivalents to any Restricted Subsidiary (other than a Subsidiary Guarantor) in the form of Additional Intercompany Loans up to the amount of such prepayment; provided that at any one time, the aggregate amount outstanding under the Intercompany Loans need not exceed the aggregate principal amount outstanding under the Notes (including any Additional Notes).  The obligations under the Initial Intercompany Loans will be unsecured general obligations of each obligor.

(ii)Interest will accrue on the Intercompany Loans at a rate substantially similar to the interest rate payable on the Notes (after taking into account all taxes withheld or deducted in respect of payments on such Intercompany Loans) plus any additional amounts payable as may be necessary to match the payments (including any Additional Amounts) due with respect to the Notes in a proportion equal to the ratio of (x) the outstanding principal amount of such Intercompany Loan to (y) the aggregate amount outstanding under the Notes (including Additional Notes).

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(iii)The Company, Parent or the Subsidiary Guarantor, as the case may be, undertake to promptly cause an amendment, modification or supplement of each Intercompany Loans, if at any time, the interest that accrues on such Intercompany Loans does not satisfy paragraph (ii) above.

(iv)If at any time, the Intercompany Loan The Intercompany Loans will be repayable, at the option of the Intercompany Lender, by the Loan Recipient upon the repayment in full or in part of the Notes, whether at maturity, on early redemption or upon acceleration.

(v)If, after the Issue Date, the Company, Parent or Subsidiary Guarantor (an “Intercompany Lender”) makes an Additional Intercompany Loan, then, the Company and Parent shall cause:

(A)a first-priority perfected security interest in such Additional Intercompany Loan to be granted, pursuant to an Additional Loan Pledge Agreement, to the Collateral Agent on the same terms (including with respect to priority) as the pledges contained in the Initial Intercompany Pledge Agreement;

(B)if the Intercompany Lender is a Person organized under the laws of Chile, such Additional Intercompany Loan to be evidenced by an Acknowledgement of Debt;

(C)(1) Promissory Note, evidencing such Intercompany Loan to be executed and delivered by the Loan Recipient of such Intercompany Loan, and (2) a first-priority perfected security interest or security by way of assignment, or endorsement of, such Promissory Note to be granted to, or in favor of, the Collateral Agent, but only to the extent that (x) such Promissory Note is customary under the local law of the jurisdiction of organization of the Loan Recipient, (y) no material adverse tax consequences would result to the Loan Recipient under the Intercompany Loan or to the Intercompany Lender, and (z) that the Company or Parent delivers an Officers’ Certificate to the Trustee certifying as to (x) and (y) above, and an Opinion of Counsel stating (y) above;

(D)to be delivered to the Collateral Agent an Officers’ Certificate and an Opinion of Counsel with respect to such Additional Intercompany Loan (evidenced by an Acknowledgement of Debt, if applicable) and such Additional Loan Pledge Agreement, stating that such Additional Intercompany Loan (evidenced by an Acknowledgement of Debt, if applicable), such Intercompany Loan Pledge Agreement and any such Promissory Note (a) have each been duly authorized,

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executed and delivered by the Intercompany Lender and the Loan Recipient, to the extent a party thereto, (b) each constitute a valid and legally binding obligation of the Intercompany Lender and the Loan Recipient, to the extent a party thereto, that is enforceable in accordance with its terms, and (c) as to the validity and perfection of the Liens on such property on which a Lien is purported to be created pursuant to such Additional Loan Pledge Agreement. In addition, the Company shall deliver an Officers’ Certificate to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in such property; and

(E)each Intercompany Lender to cause each Loan Recipient to (i) validly, effectively and irrevocably submit, to the fullest extent permitted by applicable law to the jurisdiction governing each Intercompany Loan, and (ii)where the Loan Recipient is not incorporated in the same jurisdiction as the Intercompany Lender, maintain at all times validly appointed (and to the extent permitted under applicable law, an irrevocable) agent for service of process, upon whom all writs, process and summonses, or extra-judicial notifications, may be served in any suit, action or proceeding arising in such jurisdiction and based upon such Intercompany Loan. The Company will notify the Trustee if there is any change in the service of process agent.

Section 4.13.  Repurchase of Notes Upon a Change of Control.  (a) Not later than 30 days following the date on which a Change of Control occurs, the Company will make an Offer to Purchase all outstanding Notes (in integral multiples of US$1,000, provided that the principal amount of such Holder’s note will not be less than US$200,000) at a purchase price equal to 101% of the principal amount thereof plus any accrued and unpaid interest (including Additional Amounts, if any) thereon to the date of purchase.

(b)On or prior to the purchase date, the Company may require that each obligor prepay the relevant Intercompany Loan to the extent necessary to finance any repurchase by the Company of Notes tendered pursuant to the Offer to Purchase.

Section 4.14.  Limitation on Asset Sales.  (a) The Company and Parent will not, and will not permit any Restricted Subsidiary to, make any Asset Sale unless the following conditions are met:

(i)The Asset Sale is for fair market value, as determined in good faith by the Board of Directors of Parent.

(ii)At least 75% of the consideration consists of cash or Cash Equivalents received at closing or Additional Assets or any combination

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of the foregoing. For purposes of this paragraph (ii), except in connection with a disposition of Collateral, each of the following will be deemed to be cash:

(A)any liabilities of the Company, Parent or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company, Parent or such Restricted Subsidiary from further liability; and

(B)any liabilities of the Company, Parent or such Restricted Subsidiary (other than Subordinated Debt) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company, Parent or such Restricted Subsidiary from further liability.

(iii)Within 360 days after the receipt of any Net Cash Proceeds from an Asset Sale, unless the Asset Sale was of Collateral, the Net Cash Proceeds may be used:

(A)to permanently repay secured Debt of the Company or a Guarantor or any Debt of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Company or any Restricted Subsidiary, or

(B)to acquire all or substantially all of the assets of a Permitted Business, or a majority of the Voting Stock of another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business.

(iv)The Net Cash Proceeds of an Asset Sale not applied pursuant to paragraph (iii) within 360 days of the Asset Sale (including proceeds of any disposition of Collateral, which are not permitted to be applied pursuant to paragraph (iii)) constitute “Excess Proceeds.”  Excess Proceeds of less than US$10.0 million (or the equivalent in other currencies) will be carried forward and accumulated.  When accumulated Excess Proceeds equals or exceeds such amount, the Company must, within 30 days, make an Offer to Purchase Notes having a principal amount equal to:

(A)accumulated Excess Proceeds, multiplied by

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(B)a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Debt similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale,

rounded down to the nearest US$1,000.  The purchase price for the Notes will be 100% of the principal amount plus accrued interest to the date of purchase.  If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the Offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of US$1,000 principal amount will be purchased, provided that the principal amount of such tendering holder’s Note will not be less than US$200,000.  Upon completion of the Offer to Purchase, Excess Proceeds will be reset at zero, and any Excess Proceeds remaining after consummation of the Offer to Purchase may be used for any purpose not otherwise prohibited by the Indenture.

On or prior to the purchase date, the Company may require that each obligor prepay the relevant Intercompany Loan to the extent necessary to finance any repurchase by the Company of the Notes tendered pursuant to the Offer to Purchase.

If at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this Section within 360 days of conversion or disposition.

The Company will not be required to make an Offer to Purchase following an Asset Sale if Parent, a Restricted Subsidiary or a third party makes the Offer to Purchase in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase following an Asset Sale made by the Company and if such Person purchases all Notes validly tendered and not withdrawn under such Offer to Purchase.

Section 4.15.  Limitation on Transactions with Affiliates.  (a) The Company and Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service with any Affiliate of the Company, Parent or any

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Restricted Subsidiary (a “Related Party Transaction”), except upon fair and reasonable terms that are no less favorable to the Company, Parent or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company, Parent or such Restricted Subsidiary, as the case may be.

(b)Prior to entering into any Related Party Transaction or series of Related Party Transactions (i) with an aggregate value in excess of US$15.0 million (or the equivalent in other currencies), the terms of such Related Party Transaction will be approved by a majority of the members of the Board of Directors of Parent, and a majority of the Board of Directors of Parent who are disinterested directors with respect to such Related Party Transaction, the approval to be evidenced by a Board Resolution stating that the Board of Directors of Parent has determined that such transaction complies with the preceding provisions, and (ii) with an aggregate value in excess of US$25.0 million (or the equivalent in other currencies), the Company must obtain and deliver to the Trustee a favorable written opinion from a nationally recognized (in the relevant jurisdiction) Independent Financial Advisor as to the fairness of the transaction to the Company, Parent and the Restricted Subsidiaries from a financial point of view.

(c)The foregoing clauses (a) and (b) do not apply to:

(i)any transaction between or among the Company, Parent and any of the Restricted Subsidiaries, between or among Restricted Subsidiaries of Parent, or between the Company and Parent;

(ii)reasonable fees and compensation paid to, and any indemnity or insurance provided on behalf of, officers, directors, employees, consultants or agents of the Company, Parent or any Restricted Subsidiary;

(iii)any Restricted Payments of a type described in Section 4.07 (a)(i) and (a)(ii) if permitted by Section 4.07;

(A)transactions or payments pursuant to any employee, consultant, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business;

(B)transactions pursuant to any contract or agreement in effect on the date of the Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are not materially less favorable to the Company, Parent and the Restricted Subsidiaries

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(as reasonably determined by the Board of Directors of the Company) than those in effect on the date of the Indenture;

(iv)loans and advances to employees in the ordinary course of business or consistent with past practices; or

(v)any transaction with LGI, provided that such transaction is no less favorable to the Company, Parent or the Restricted Subsidiary than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company, Parent or such Restricted Subsidiary, as the case may be.

Section 4.16.  Line of Business.  The Company and Parent will not, and will not permit any of the Restricted Subsidiaries, to engage in any business other than a Permitted Business, except to an extent that so doing would not be material to the Company, Parent and the Restricted Subsidiaries, taken as a whole.

Section 4.17.  Designation of Restricted and Unrestricted Subsidiaries.  (a) The Board of Directors of Parent may designate any Subsidiary, including a newly acquired or created Subsidiary, to be an Unrestricted Subsidiary if it meets the following qualifications and the designation would not cause a Default:

(i)Such Subsidiary does not own any Capital Stock of the Company, Parent or any Restricted Subsidiary or hold any Debt of, or any Lien on any property of, the Company, Parent or any Restricted Subsidiary; and

(ii)At the time of the designation, the designation would be permitted under Section 4.07.

(iii)To the extent the Debt of  the Subsidiary is not Non-Recourse Debt, any Guarantee or other credit support thereof  by the Company, Parent or any Restricted Subsidiary is permitted under Section 4.06 and Section 4.07.

(iv)The Subsidiary is not party to any transaction or arrangement with the Company, Parent or any Restricted Subsidiary that would not be permitted under Section 4.15.

(v)None of the Company, Parent or any Restricted Subsidiary has any obligation to subscribe for additional Equity Interests of the Subsidiary or to maintain or preserve its financial condition or cause it to achieve specified levels of operating results except to the extent permitted by Section 4.06 and Section 4.07.

Once so designated the Subsidiary will remain an Unrestricted Subsidiary, subject to clause (b).

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(b)(i) A Subsidiary previously designated an Unrestricted Subsidiary which fails to meet the qualifications set forth in clause (a) will be deemed to become at that time a Restricted Subsidiary, subject to the consequences set forth in clause (d).

(ii)The Board of Directors of Parent may designate an Unrestricted Subsidiary to be a Restricted Subsidiary if the designation would not cause a Default.

(c)Upon a Restricted Subsidiary becoming an Unrestricted Subsidiary:

(i)all existing Investments of the Company, Parent and the Restricted Subsidiaries therein (valued at Parent’s proportional share of the fair market value of its assets less liabilities) will be deemed made at that time;

(ii)all existing transactions between it and the Company, Parent or any Restricted Subsidiary will be deemed entered into at that time;

(iii)it is released at that time from its Note Guaranty, if any;

(iv)the release of the Liens on the Intercompany Loan where such Subsidiary is the Loan Recipient;

(v)the release of the Liens on the Share Collateral where such Subsidiary is the issuer or the shares constituting such Share Collateral; and

(vi)it will cease to be subject to the provisions of the Indenture as a Restricted Subsidiary.

(d)Upon an Unrestricted Subsidiary becoming, or being deemed to become, a Restricted Subsidiary,

(i)all of its Debt and Disqualified or Preferred Stock will be deemed Incurred at that time for purposes of Section 4.06, but will not be considered the sale or issuance of Equity Interests for purposes of Section 4.14;

(ii)Investments therein previously charged under Section 4.07 will be credited thereunder;

(iii)it may be required to issue a Note Guaranty pursuant to Section 4.11; and

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(iv)the Company, Parent or Restricted Subsidiary may be required to grant a first-priority perfected security interest in the Equity Interests of such Subsidiary pursuant to Section 4.12(a); and may be required to grant a first-priority perfected security interest in any Intercompany Loans entered into thenceforward pursuant to Section 4.12(a); and

(v)it will thenceforward be subject to the provisions of the Indenture as a Restricted Subsidiary.

(e)Any designation by the Board of Directors of Parent of a Subsidiary as a Restricted Subsidiary or Unrestricted Subsidiary will be evidenced to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to the designation and an Officers’ Certificate certifying that the designation complied with the foregoing provisions.

(f)The designation of a Subsidiary of Parent as an Unrestricted Subsidiary will be deemed to include the designation of all of the Subsidiaries of such Subsidiary, unless otherwise determined by the Board of Directors of Parent.

Section 4.18.  Anti-Layering.  Neither the Company nor any Guarantor may Incur any Debt that is subordinated in right of payment to other Debt of the Company or the Guarantor unless such Debt is also subordinated in right of payment to the Notes or the relevant Note Guaranty on substantially identical terms. This does not apply to distinctions between categories of Debt that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Debt.

Section 4.19.  Report to Holders.  Parent will furnish or cause to be furnished to the Trustee in electronic form (for distribution only upon the written  request of any Holder that desires to receive the applicable reports, information or documents):

(a)as soon as they are available, but in any event within 60 calendar days after the end of each of the first, second and third fiscal quarters of Parent, copies of its unaudited financial statements (on a consolidated basis) in respect of the relevant period (including a profit and loss account, balance sheet and cash flow statement), in English, prepared on a basis consistent with the audited financial statements of Parent and in accordance with IFRS, together with a certificate signed by the person then authorized to sign financial statements on behalf of Parent to the effect that such financial statements are true in all material respects and present fairly the financial position of the Company as at the end of, and the results of its operations for, the relevant quarterly period;

(b)as soon as they are available, but in any event within 120 calendar days after the end of each fiscal year of Parent, copies of its audited financial

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statements (on a consolidated basis) in respect of such fiscal year (including a profit and loss account, balance sheet and cash flow statement), in English, prepared in accordance with IFRS and audited by a member firm of an internationally recognized firm of independent accountants;

(c)without duplication, for so long as Parent is listed on the Alternative Investment Market, copies of such other reports or notices as may be filed with or submitted to the Alternative Investment Market; and

(d)without duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly after filing or submission by) the Company with the Irish Stock Exchange or any other stock exchange on which the Notes may be listed (in each case, to the extent that any such report or notice is generally available to its security holders or the public);

provided (A) that in the cases of clauses (a) and (b) such statements may consist of, and be in the same format as, the information in English that would be required to be filed with the Alternative Investment Market (a sub-market of the London Stock Exchange) on which Parent’s equity securities are listed, and Parent will not be required pursuant to this Section to provide disclosure which is qualitatively more explicit or precise than that which is provided in this offering memorandum; and (B) that in the cases of clauses (c) and (d), such reports or notices will be deemed to have been delivered on the date such reports or notices are posted by the Alternative Investment Market, or the Irish Stock Exchange, as applicable, on its respective website, and notice thereof has been provided to the Trustee.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or any other Person’s compliance with any of its covenants under the Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

For so long as any of the Notes remain outstanding and constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Section 4.20.  Reports to Trustee.  (a) The Company and Parent will deliver to the Trustee:

(i)within 120 days after the end of each fiscal year a certificate stating that the Company and Parent have each fulfilled their respective obligations under the Indenture or, if there has been a Default, specifying the Default and its nature and status; and

(ii)as soon as possible and in any event within 30 days after a responsible officer of the Company or Parent becomes aware or should reasonably become aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company or Parent, as the case may be, proposes to take with respect thereto.

(b)The Company will notify the Trustee when any Notes are listed on any national securities exchange and of any delisting.

Section 4.21.  Listing.  (a) In the event that the Notes are listed on the Irish Stock Exchange for trading on the Global Exchange Market, the Company shall use its best efforts to maintain such listing; provided that if the admission of the Notes to the Official List and trading on the Global Exchange Market of the Irish Stock Exchange would, in the future, require the Company or Parent to publish financial information either more regularly than it would otherwise would be required to, or requires the Company or the Guarantor to publish separate financial information, or if the listing, in the judgment of the Company, is unduly burdensome, the Company may seek an alternative admission to listing, trading and/or quotation for the Notes by another listing authority, stock exchange and/or quotation system.  If such alternative admission to listing, trading and/or quotation of the Notes is not available to the Company or is, in the Company’s commercially reasonable judgment, unduly burdensome, an alternative admission to listing, trading and/or quotation of the Notes may not be obtained.

(b)From and after the date the Notes are listed on the Irish Stock Exchange for trading on the Global Exchange Market, and so long as it is required by the rules of such exchange, all notices to the Holders shall be published in English in accordance with Section 12.02.

Section 4.22.  Payment of Additional Amounts.  (a) The Company shall make all payments in respect of the Notes free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Bermuda, Chile or by or within any political subdivision thereof or any authority therein or thereof having power to tax or any other jurisdiction through which payments are made in respect of the Notes (“Taxes”), unless such withholding or deduction is required by law or by

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the interpretation or administration thereof. In the event of any such withholding or deduction of Taxes, the Company will pay to Holders such additional amounts (“Additional Amounts”) as will result in the receipt by each Holder of the net amount that would otherwise have been receivable by such Holder in the absence of such withholding or deduction, except that no such Additional Amounts will be payable:

(i)in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection including, without limitation, a permanent establishment in Bermuda or between the Holder, applicable recipient of payment or beneficial owner of the Note or any payment in respect of such Note (or, if the Holder or beneficial owner is an estate, nominee, trust, partnership, corporation or other business entity, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the Holder, applicable recipient of a payment or beneficial owner) and an authority with the power to levy or otherwise impose or assess a Tax, other than the mere receipt of such payment or the mere holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder;

(ii)in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment within 30 days after the Relevant Date to the extent presentation is required (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented for payment on the last day of such 30-day period);

(iii)in respect of any Taxes that would not have been so withheld or deducted but for the failure by the Holder or the beneficial owner of the Note or any payment in respect of such Note to (i) make a customary declaration of non-residence, or any other claim or filing for exemption, to which it is entitled or (ii) comply with any customary certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or connection with Bermuda, Chile or with any jurisdiction through which payments are made; provided that such declaration or compliance was required as a precondition to exemption from all or part of such Taxes and the Company has given the Holders at least 30 days prior notice that they will be required to comply with such requirements;

(iv)in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

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(v)in respect of any Taxes that are payable otherwise than by deduction or withholding from payments on the Notes;

(vi)in respect of any taxes that would not have been so imposed if the Holder had presented the Note for payment (where presentation is required) to another paying agent;

(vii)in respect of any payment to a Holder of a Note that is a fiduciary or partnership (including an entity treated as a partnership for tax purposes) or any Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;

(viii)in respect of any withholding or deduction imposed on a payment required to be made pursuant to Council Directive 2003/48/EC or any other European Union directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such a directive; or

(ix)in respect of any combination of paragraphs (i) through (viii) above.

Notwithstanding the foregoing, the limitations on the Company’s obligations to pay Additional Amounts set forth in paragraph (iii) will not apply if the provision of any certification, identification, information, documentation or other reporting requirement described in such clause (iii) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note than comparable information or other reporting requirements imposed under U.S. tax law, regulations and administrative practice (such as IRS Forms W-8BEN and W-9).

(b)Upon written request from the Trustee, the Company shall furnish to the Trustee documentation reasonably satisfactory to the Trustee evidencing payment of any taxes so deducted or withheld. Copies of such documentation will be made available by the Trustee to Holders upon written request to the Trustee.

(c)The Company shall promptly pay when due any present or future stamp, court or similar documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Bermuda or Chile and except, in certain cases, for

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taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Section 4.23.  Suspension of Certain Covenants.  If at any time after the Issue Date that (i) the Notes are rated Investment Grade by at least two of the Rating Agencies and (ii) no Default has occurred and is continuing hereunder, the Company, Parent and the Restricted Subsidiaries will not be subject to the covenants in Sections 4.06, 4.07, 4.09, 4.10, 4.11, 4.12, 4.14, 4.15, 4.18 and Section 5.01(a)(iii)(A) (the “Suspended Covenants”).

Additionally, at such time as the above referenced covenants are suspended (a “Suspension Period”), Parent will no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary unless Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period and such designation shall be deemed to have created a Restricted Payment as set forth under Section 4.07 following the Reversion Date (as defined below).

In the event that the Company, Parent and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) the condition set forth in clause (i) of the first paragraph of this Section is no longer satisfied, then the Company, Parent and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant with respect to future events.  Notwithstanding that the Suspended Covenants may be reinstated, no Default will be deemed to have occurred as a result of a failure to comply with the Suspended Covenants during the Suspension Period.

On each Reversion Date, all Debt Incurred during the Suspension Period prior to such Reversion Date will be deemed to be Debt Incurred pursuant to Section 4.06(b)(viii).  For purposes of calculating the amount available to be made as Restricted Payments under Section 4.07(a)(iv)(C), calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period).  Restricted Payments made during the Suspension Period not otherwise permitted pursuant under Section 4.07(b) will reduce the amount available to be made as Restricted Payments under Section 4.07(a)(iv)(C) of such covenant.  For purposes of Section 4.14, on the Reversion Date, the amount of Excess Proceeds will be reset to the amount of Excess Proceeds in effect as of the first day of the Suspension Period ending on such Reversion Date.

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ARTICLE 5
CONSOLIDATION, MERGER OR SALE OF ASSETS

Section 5.01.  Consolidation, Amalgamation, Merger or Sale of Assets by Latam Limited; No Lease of All or Substantially All Assets.  (a) Latam Limited will not, in a single transaction or series of related transactions,

(i)consolidate with, amalgamate or merge into any Person;

(ii)amalgamate or merge with or into any Person; or

(iii)sell, convey, transfer, or otherwise dispose of all or substantially all of its assets as an entirety or substantially an entirety to any Person; or

(iv)permit any Person to amalgamate or merge with or into Latam Limited,

(v)unless:

(A)either (x) Latam Limited is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of Bermuda or the United States of America, any State thereof or the District of Columbia or any OECD Country and expressly assumes by the execution of supplemental indenture all of the obligations of Latam Limited under the Indenture, the Notes and the Pledge Agreements;

(B)immediately after giving effect to the transaction, no Default has occurred and is continuing;

(C)Latam Limited delivers to the Trustee an (i) Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, amalgamation, merger or transfer and the supplemental indenture (if any) comply with the Indenture and (ii) an Opinion of Counsel from U.S. counsel to the effect that Holders of the Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the transaction and will be subject to United States federal income tax in the same manner and on the same amounts (assuming solely for this purpose that no Additional Amounts are required to be paid on the Notes) and at the same times as would have been the case if the transaction had not occurred;

provided, that paragraph (B) does not apply (i) to the consolidation or merger of Latam Limited with a Restricted Subsidiary or Parent or the consolidation or

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merger of a Restricted Subsidiary or Parent with Latam Limited or (ii) if, in the good faith determination of the Board of Directors of Latam Limited, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of Latam Limited.

(b)Upon the consummation of any transaction effected in accordance with these provisions, if Latam Limited is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, Latam Limited under the Indenture and the Notes with the same effect as if such successor Person had been named as Latam Limited in the Indenture.  Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets Latam Limited will be released from its obligations under the Indenture and the Notes.

(c)If Latam Limited is organized under the laws of Bermuda and merges into a corporation that is (or the resulting surviving or transferee Person is) organized under the laws of the United States, any State thereof or the District of Columbia or any OECD Country, or if Latam Limited is organized under the laws of the United States, any State thereof or the District of Columbia or any OECD Country, and merges with a corporation that is (or the resulting surviving or transferee Person is) organized under the laws of Bermuda, Latam Limited or the resulting surviving or transferee Person will have delivered to the Trustee an Opinion of Counsel from Bermuda counsel to the effect that Holders of the Notes will not recognize income, gain or loss for Bermuda income tax purposes as a result of the transaction and will be subject to Bermuda income taxes in the same manner and on the same amounts (assuming solely for this purpose that no Additional Amounts are required to be paid on the Notes) and at the same times as would have been the case if the transaction had not occurred.

(d)Latam Limited shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

Section 5.02.  Consolidation, Amalgamation, Merger or Sale of Assets by Parent; No Lease of All or Substantially All Assets.  (a) Parent will not, in a single transaction or series of related transactions,

(i)consolidate with, amalgamate or merge with or into any Person; or

(ii)sell, convey, transfer, or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, transfer, convey or otherwise dispose of) all or substantially all of its assets as an entirety or substantially an entirety (determined on a consolidated basis for Parent, the Company and the Restricted Subsidiaries), to any Person; or

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(iii)permit any Person to amalgamate or merge with or into Parent;

(iv)unless:

(A)either (x) Parent is the continuing Person or (y) the resulting, surviving or transferee Person is a corporation organized and validly existing under the laws of Bermuda, the United States of America, any State thereof or the District of Columbia or any OECD Country and expressly assumes by supplemental indenture all of the obligations of Parent under the Indenture, the Notes, and to the extent Parent has become an obligor under any Intercompany Loan or Pledge Agreement, such Intercompany Loan or Pledge Agreement;

(B)immediately after giving effect to the transaction, no Default has occurred and is continuing;

(C)immediately after giving effect to the transaction on a pro forma basis, either (x) Parent or the resulting surviving or transferee Person could Incur at least US$1.00 of Debt under Section 4.06(a) or (y) the Interest Coverage Ratio of Parent or the resulting surviving or transferee Person is not worse than the Interest Coverage Ratio of Parent without giving effect to the transaction; and

(D)Parent delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, amalgamation, merger or transfer and the supplemental indenture (if any) comply with the Indenture;

provided, that paragraphs (B) to (C) do not apply (i) to the consolidation or merger of Parent with or into the Company or a Restricted Subsidiary or the consolidation, amalgamation or merger of a Restricted Subsidiary with the Company or Parent, or (ii) if, in the good faith determination of the Board of Directors of Parent, whose determination is evidenced by a Board Resolution, the sole purpose of the transaction is to change the jurisdiction of incorporation of Parent.

(b)Parent shall not lease all or substantially all of its assets, whether in one transaction or a series of transactions, to one or more other Persons.

(c)Upon the consummation of any transaction effected in accordance with these provisions, if Parent is not the continuing Person, the resulting, surviving or transferee Person will succeed to, and be substituted for, and may exercise every right and power of, Parent under the Indenture and the Notes with

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the same effect as if such successor Person had been named as Parent in the Indenture.  Upon such substitution, except in the case of a sale, conveyance, transfer or disposition of less than all its assets, Parent will be released from its obligations under the Indenture and the Notes.

Section 5.03.  Consolidation, Amalgamation, Merger Or Sale of Assets By A Subsidiary Guarantor.  No Subsidiary Guarantor may, in a single transaction or series of related transactions,

(i)consolidate with, amalgamate or merge with or into any Person;

(ii)sell, convey, transfer or dispose of, all or substantially all its assets as an entirety or substantially as an entirety, to any Person; or

(iii)permit any Person to amalgamate or merge with or into the Guarantor,

(iv)unless:

(A)the other Person is Parent or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(B)either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Guarantor under its Note Guaranty and to the extent such Guarantor has become an obligor under any Intercompany Loan or Pledge Agreement, such Intercompany Loan or Pledge Agreement; and

(C)immediately after giving effect to the transaction, no Default has occurred and is continuing; or

(D)the transaction constitutes a sale or other disposition (including by way of consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company, Parent or a Restricted Subsidiary) otherwise permitted by the Indenture,

provided, that the Company will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, amalgamation, merger, or transfer and the supplemental indenture (if any) comply with the Indenture.

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ARTICLE 6
DEFAULT AND REMEDIES

Section 6.01.  Events of Default.  An “Event of Default” occurs if:

(a)the Company defaults in the payment of the principal of any Note when the same becomes due and payable at maturity, upon acceleration or redemption, or otherwise (other than pursuant to an Offer to Purchase);

(b)the Company defaults in the payment of interest (including any Additional Amounts) on any Note when the same becomes due and payable, and the default continues for a period of 30 days;

(c)the Company fails to make an Offer to Purchase and thereafter accept and pay for Notes tendered when and as required pursuant to Section 4.13 or Section 4.14, or the Company or any Guarantor fails to comply with Article 5;

(d)the Company, Parent or a Restricted Subsidiary defaults in the performance of or breaches any other covenant or agreement of the Company, Parent or a Restricted Subsidiary in the Indenture or under the Notes or the Pledge Agreements, and the default or breach continues for a period of 60 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes;

(e)there occurs with respect to any Debt of the Company, Parent or any of the Restricted Subsidiaries having an outstanding principal amount of US$15.0 million (or the equivalent in other currencies) or more in the aggregate for all such Debt of all such Persons (i) an event of default that results in such Debt being due and payable prior to its scheduled maturity or (ii) failure to make a principal payment when due and such defaulted payment is not made, waived or extended within the applicable grace period;

(f)one or more final judgments or orders for the payment of money are rendered against the Company, Parent or any of the Restricted Subsidiaries and are not paid or discharged, and there is a period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed US$15.0 million (or the equivalent in other currencies) (in excess of amounts which Parent’s insurance carriers have agreed to pay under applicable policies) during which a stay of enforcement, by reason of a pending appeal or otherwise, is not in effect;

(g)the Company, Parent or any Restricted Subsidiary shall voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar proceeding or consent to the appointment of a conservator or

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receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of, or relating to, the Company, Parent or such Restricted Subsidiary or of, or relating to, all or substantially all of the assets of the Company, Parent or such Restricted Subsidiary;

(h)any Note Guaranty ceases to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor denies or disaffirms its obligations under its Note Guaranty; or

(i)(A) the Collateral Agent fails to have a perfected security interest in any Collateral having a fair market value in excess of US$15.0 million; (B) a determination is made in a judicial proceeding that the Intercompany Loans, Pledge Agreements or any other agreement or instrument purporting to grant a security interest in the Collateral is unenforceable or invalid against Parent, the Company or a Restricted Subsidiary for any reason, or (C) Parent, the Company or a Restricted Subsidiary denies or disaffirms its obligations under the Intercompany Loans, Pledge Agreements or any other agreement or instrument purporting to grant a security interest in the Collateral.

Section 6.02.  Acceleration.  (a) If an Event of Default other than a default described under Section 6.01(g) above occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable.  Upon a declaration of acceleration, such principal and interest will become immediately due and payable.  If an Event of Default described under Section 6.01(g) above occurs, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

(b)The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if:

(i)all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest (including Additional Amounts) on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and

(ii)the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

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Section 6.03.  Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as Trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or the Indenture.  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.

Section 6.04.  Waiver of Past Defaults.  Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by written notice to the Trustee, waive an existing Default and its consequences.  Upon such waiver, the Default will cease to exist, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05.  Control by Majority.  The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Section 6.06.  Limitation on Suits.  A Holder may not institute any proceeding, judicial or otherwise, with respect to the Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under the Indenture or the Notes, unless:

(a)the Holder has previously given to the Trustee written notice of a continuing Event of Default;

(b)Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under the Indenture;

(c)Holders have offered to the Trustee indemnity and/or security reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

(d)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity and/or security has failed to institute any such proceeding; and

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(e)during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.

Section 6.07.  Rights of Holders to Receive Payment.  Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.

Section 6.08.  Collection Suit by Trustee.  If an Event of Default in payment of principal or interest specified in Section 6.01(a) or 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.

Section 6.09.  Trustee May File Proofs of Claim.  The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims.  Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder.  Nothing in the Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.  Priorities.  If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First:  to the Trustee and Agents for all amounts due hereunder;

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Second:  to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and

Third:  to the Company or as a court of competent jurisdiction may direct.

The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.

Section 6.11.  Restoration of Rights and Remedies.  If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under the Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.

Section 6.12.  Undertaking for Costs.  In any suit for the enforcement of any right or remedy under the Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable and documented costs, including reasonable and documented attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.

Section 6.13.  Rights and Remedies Cumulative.  No right or remedy conferred or reserved to the Trustee or to the Holders under the Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.

Section 6.14.  Delay or Omission Not Waiver.  No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy

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given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.15.  Waiver of Stay, Extension or Usury Laws.  The Company and each Guarantor covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Indenture.  The Company and each Guarantor hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7
THE TRUSTEE

Section 7.01.  General.  (a) The duties and responsibilities of the Trustee are as set forth herein.  Whether or not expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee is subject to this Article.

(b)        Except during the continuance of an Event of Default, the Trustee need perform only those duties that are specifically set forth in the Indenture and no others, and no implied covenants or obligations will be read into the Indenture against the Trustee.  In case an Event of Default has occurred and is continuing, the Trustee shall exercise those rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(c)        No provision of the Indenture shall be construed to relieve the Trustee from liability for its own gross negligence or willful misconduct.

Section 7.02.  Certain Rights of Trustee.  (a) The Trustee may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision

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hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of the Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).  The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.

(b)        Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 12.04 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion.

(c)        The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.

(d)        The Trustee will be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee security and/or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(e)        The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Indenture.

(f)        The Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(g)        No provision of the Indenture will require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder, or in the exercise of its rights or powers, unless it receives indemnity and/or security satisfactory to it against any loss, liability or expense.

(h)        The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (i) a responsible officer of the Trustee assigned to the Corporate Trust Department of the Trustee (or any successor division or department of the Trustee) with direct responsibility for the administration of the Indenture shall have actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default shall have been given to the Trustee with direct responsibility for the administration of the Indenture at its Corporate Trust Office by the Company or any other obligor

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on the Notes or by any Holder of the Notes, such notice specifically identifying the Indenture and the Notes.

(i)         The Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture.

(j)         The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder.

(k)        In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l)            The Trustee shall not be responsible for, or makes any representation as to, the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes.

Section 7.03.  Individual Rights of Trustee.  The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee.  However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights.

Section 7.04.  Trustee’s Disclaimer.  The Trustee (i) makes no representation as to the validity or adequacy of the Indenture or the Notes, (ii) is not accountable for the Company’s use or application of the proceeds from the Notes and (iii) is not responsible for any statement in the Notes other than its certificate of authentication.

Section 7.05.  Notice of Default.  If any Default occurs and is continuing and is known to a responsible officer of the Trustee with direct responsibility for the administration of the Indenture, the Trustee will send notice of the Default to each Holder within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good faith determines that withholding the notice is in the interest of the Holders.

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Section 7.06.  Compensation And Indemnity.  (a) The Company will pay the Trustee compensation as agreed upon in writing for its services.  The compensation of the trustee is not limited by any law on compensation of a Trustee of an express trust.  The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.

(b)        The Company will indemnify the Trustee and Agents or their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any claim, loss or liability (including environmental liabilities) or expense (including reasonable and documented attorney’s fees and expenses) incurred by them without gross negligence or willful misconduct on their part arising out of or in connection with the acceptance or administration of the Indenture and the Security Documents and their duties under the Indenture, the Security Documents and the Notes, including the documented costs and expenses of defending themselves against any claim or liability and of complying with any process served upon them in connection with the exercise or performance of any of their powers or duties under the Indenture, the Security Documents and the Notes.

(c)        To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee or an Agent, except money or property held in trust to pay principal of, and interest on particular Notes.

(d)        The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of the Indenture.

Section 7.07.  Replacement of Trustee (a) (i) The Trustee may resign at any time by written notice to the Company.

(ii)           The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee by written notice to the Trustee.

(iii)          If the Trustee is no longer eligible under Section 7.09, any Holder who has been a bona fide Holder of a Note or Notes for at least 6 months may, on behalf of himself and others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(iv)          The Company may remove the Trustee by Company Order if: (A) the Trustee is no longer eligible under Section 7.09; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver or other public

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officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting.

A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

(b)        If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company.  Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Company), the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(c)        Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under the Indenture.  Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts.  The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.

Section 7.08.  Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in the Indenture.

Section 7.09.  Eligibility.  The Indenture must always have a Trustee that is a corporation or national banking association organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate Trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least US$25,000,000 as set forth in its most recent published annual report of condition.

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Section 7.10.  Money Held in Trust.  The Trustee will not be liable for interest on any money received by it except as it may agree with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.

ARTICLE 8
DEFEASANCE AND DISCHARGE

Section 8.01.  Discharge of Company’s Obligations.  (a) Subject to clause (b), the Company’s obligations under the Notes, the Indenture and the Pledge Agreements, and each Guarantor’s obligations under its Note Guaranty, will terminate if:

(i)            all Notes previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced or (ii) Notes that are paid pursuant to Section 4.01 or (B) Notes for whose payment money or U.S. Government Obligations have been held in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or

(ii)           (A) the Notes mature within 60 days, or all of them are to be called for redemption within 60 days under arrangements satisfactory to the Trustee for giving the notice of redemption,

(B)          the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder,

(C)          no Default has occurred and is continuing on the date of the deposit,

(D)          the deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and

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(E)           the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of the Indenture have been complied with.

(b)        After satisfying the conditions in paragraph (i) of clause (a), only the Company’s obligations under Section 7.07 will survive.  After satisfying the conditions in paragraph (ii) of clause (a), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.06, 7.07, 8.05 and 8.06 will survive.  In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture other than the surviving obligations.

Section 8.02.  Legal Defeasance.  After the 123rd day following the deposit referred to in clause (a), the obligations set forth in Sections 4.06 through 4.18, inclusive, Latam Limited’s obligations set forth in Section 5.01(a)(v)(C), Parent’s obligations set forth in Sections 5.01(a)(iii), 5.02(a)(iv)(C) and (D), the proviso in Section 5.03, and each Guarantor’s obligations under its Note Guaranty will terminate, and clauses (c), (d), (e), (f) and (h) of Section 6.01 will no longer constitute Events of Default, provided the following conditions have been satisfied:

(a)        The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate thereof delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.

(b)        No Default has occurred and is continuing on the date of the deposit or occurs at any time during the 123-day period following the deposit.

(c)        The deposit will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Company is a party or by which it is bound.

(d)        The Company has delivered to the Trustee

(i)            either (x) a ruling received from the Internal Revenue Service to the effect that the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would

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otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of the Indenture, to the same effect as the ruling described in subparagraph (x) of this clause (d)(i), and

(ii)           an Opinion of Counsel to the effect that after the passage of 123 days following the deposit, the trust funds will not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law.

(e)        If the Notes are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the deposit and defeasance will not cause the Notes to be delisted.

(f)        The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.

Prior to the end of the 123-day period, none of the Company’s obligations under the Indenture will be discharged.  Thereafter, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and the Indenture except for the surviving obligations specified above.

Section 8.03.  Covenant Defeasance.  After the 123rd day following the deposit referred to in clause (a), Latam Limited’s obligations set forth in Section 5.01(a)(v)(C), Parent’s obligations set forth in Sections 4.06 through 4.18, inclusive, Sections 5.01(a)(iii), 5.02(a)(iv)(C) and (D), and each Guarantor’s obligations under its Note Guaranty, will terminate, and clauses (c), (d), (e), (f) and (h) of Section 6.01 will no longer constitute Events of Default, provided the following conditions have been satisfied:

(a)        The Company has complied with clauses (a), (b), (c), d(ii), (e) and (f) of Section 8.02; and

(b)        the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.

Except as specifically stated above, none of the Company’s obligations under the Indenture will be discharged.

Section 8.04.  Application of Trust Money.  Subject to Section 8.05, the Trustee will hold in trust the money or U.S. Government Obligations deposited with it pursuant to Sections 8.01, 8.02 or 0, and apply the deposited money and the proceeds from deposited U.S. Government Obligations to the payment of

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principal of and interest on the Notes in accordance with the Notes and the Indenture.  Such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law.

Section 8.05.  Repayment to Company.  Subject to Sections 7.06, 8.01, 8.02 and 0, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money.  The Trustee will pay to the Company upon request any money held for payment with respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company.  After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.

Section 8.06.  Reinstatement.  If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 0 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under the Indenture and the Notes will be reinstated as though no such deposit in trust had been made.  If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust.

ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.01.  Amendments Without Consent of Holders.  (a) The Company and the Trustee upon the Trustee’s receipt of an Officers’ Certificate and an Opinion of Counsel confirming compliance with the requirements of the Indenture, may amend or supplement the Indenture, the Notes or the Pledge Agreements without notice to or the consent of any Noteholder:

(i)            to cure any ambiguity, defect or inconsistency in the Indenture or the Notes, in a manner that is not materially adverse to the interest of the Holders of Notes;

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(ii)           to comply with Article 5, including to provide for the assumption by a successor of the obligations of the Company or any Guarantor;

(iii)          to evidence and provide for the acceptance of an appointment hereunder by a successor Trustee;

(iv)          to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code;

(v)           to provide for any Guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any Guarantee of or Lien securing the Notes when such release, termination or discharge is permitted by the Indenture;

(vi)          to provide for or confirm the issuance of Additional Notes;

(vii)         to make any other change that does not materially and adversely affect the rights of any Holder;

(viii)        to conform any provision of the Indenture, the Notes or the Pledge Agreements to the “Description of notes” under the Offering Memorandum;

(ix)          to add additional assets as Collateral for the Notes; or

(x)           to release Collateral from the Liens pursuant to the provisions of the Indenture and the Pledge Agreements when permitted or required by the Notes, the Indenture or the Pledge Agreements.

Section 9.02.  Amendments With Consent of Holders.  (a) Except as otherwise provided in Sections 6.02, 6.04 and 6.07 or clause (b), the Company and the Trustee upon the Trustee’s receipt of an Officers’ Certificate and an Opinion of Counsel confirming compliance with the requirements of the Indenture, the Notes and the Pledge Agreements, may amend the Indenture, the Notes and the Pledge Agreements with the written consent of the Holders of a majority in principal amount (except for clauses (b)(xi) and (b)(xii), which require the written consent of Holders of 75% in principal amount) of the outstanding Notes, and the Holders of a majority in principal amount (except for clauses (b)(xi) and (b)(xii), which require the written consent of Holders of 75% in principal amount) of the outstanding Notes by written notice to the Trustee may waive future compliance by the Company, Parent or a Restricted Subsidiary with any provision of the Indenture, the Notes or the Pledge Agreements.

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(b)Notwithstanding the provisions of clause (a), without the consent of each Holder affected, an amendment or waiver may not:

(i)reduce the principal amount of or change the Stated Maturity of any installment of principal of any Note;

(ii)reduce the rate of or change the Stated Maturity of any interest payment on any Note;

(iii)reduce the amount payable upon the redemption of any Note or change the time of any mandatory redemption or, in respect of an optional redemption, the times at which any Note may be redeemed or, once notice of redemption has been given, the time at which it must thereupon be redeemed;

(iv)after the time an Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder;

(v)make any Note payable in money other than that stated in the Note;

(vi)impair the right of any Holder of Notes to receive any principal payment or interest payment on such Holder’s Notes, on or after the Stated Maturity thereof, or to institute suit for the enforcement of any such payment;

(vii)make any change in the percentage of the principal amount of the Notes required for amendments or waivers;

(viii)modify or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders of the Notes;

(ix)make any change in any Note Guaranty that would adversely affect the Noteholders;

(x)make any change in the provisions of the Indenture described under Section 4.22 that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes;

(xi)make any change in the Pledge Agreements or in the provisions of the Indenture dealing with the Collateral with the effect of releasing the Liens securing the Obligations in respect of the Notes on a material portion of the Collateral; and

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(xii)amend or waive the covenant in Section 4.09.

It is not necessary for Noteholders to approve the particular form of any proposed amendment, supplement or waiver, but is sufficient if their consent approves the substance thereof.

(c)An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes.  After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  The Company will send supplemental indentures to Holders upon request.  Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

Section 9.03.  Effect of Consent.  (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected.  If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.

(b)If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms.  The Trustee may also place an appropriate notation on any Note thereafter authenticated.  However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.

Section 9.04.  Trustee’s Rights and Obligations.  The Trustee is entitled to receive, and will be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article is authorized or permitted by the Indenture.  If the Trustee has received such Officers’ Certificate and such Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee.  The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under the Indenture.

Section 9.05.  Payments for Consents.  Neither the Company nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or

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provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.

Section 9.06.  Amendments.  After an amendment, supplement or waiver under this Article 9 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  The Company will mail supplemental indentures to Holders upon request.  Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

ARTICLE 10
GUARANTIES

Section 10.01.  The Guaranties.  Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture.  Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Indenture.

Section 10.02.  Guaranty Unconditional.  The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

(a)any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under the Indenture or any Note, by operation of law or otherwise;

(b)any modification or amendment of or supplement to the Indenture or any Note;

(c)any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in the Indenture or any Note;

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(d)the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with the Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(e)any invalidity or unenforceability relating to or against the Company for any reason of the Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under the Indenture; or

(f)any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.

Section 10.03.  Discharge; Reinstatement.  Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full.  If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under the Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

Section 10.04.  Waiver by the Guarantors.  Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.

Section 10.05.  Subrogation and Contribution.  Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.

Section 10.06.  Stay of Acceleration.  If acceleration of the time for payment of any amount payable by the Company under the Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of the Indenture

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are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.

Section 10.07.  Limitation on Amount of Guaranty.  Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor shall not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law, Bermuda law or any provision of any other applicable law, to the extent applicable to any Note Guaranty.  To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law or Bermuda law, or any provision of any other applicable law, as applicable.

Section 10.08.  Execution and Delivery of Guaranty.  The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note.  The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor. The Company and Parent may be required to cause certain other Subsidiaries to provide a Note Guaranty pursuant to the provisions of Section 4.11.

Section 10.09.  Release of Guaranty.  The Note Guaranty of a Guarantor will terminate upon:

(a)a sale or other disposition (including by way of consolidation, amalgamation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture;

(b)if the Note Guaranty was required pursuant to the terms of the Indenture, including pursuant to Section 4.11 the cessation of the circumstances requiring the Note Guaranty;

(c)the designation of the Guarantor as an Unrestricted Subsidiary in accordance with the Indenture; or

(d)defeasance or discharge of the Notes, as provided in Article 8.

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Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.

ARTICLE 11
SECURITY ARRANGEMENTS

Section 11.01.  Collateral Agent.  (a) On the Issue Date, Deutsche Bank Trust Company Americas shall be appointed as Collateral Agent for the benefit of the Holders of the Notes.  The Trustee and Collateral Agent are hereby authorized to enter into the Pledge Agreements.

(b)Subject to the terms of the Pledge Agreements, the Collateral Agent will hold (directly or through co-trustees or agents), and will be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateral.

(c)All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit of the Collateral Agent acting hereunder and under the Security Documents.

Section 11.02.  Security, Security Documents. (a)  To secure the Obligations of the Company with respect to the Notes and the performance of all other Obligations of the Company under or relating to the Indenture, the Company will on the Issue Date (i) grant, in favor of the Collateral Agent, a first-priority perfected security interest on the Equity Interests now or hereafter acquired of GeoPark Chile and GeoPark Colombia of the Company (collectively, the “Initial Share Collateral”), (ii) grant, in favor of the Collateral Agent, a first-priority perfected security interest in the Initial Intercompany Loans (the “Initial Intercompany Loan Collateral”), (iii) deliver a Promissory Note in the form of a pagaré con carta de instrucciones, in the name of the Company issued by GeoPark Llanos SAS relating to the Initial Intercompany Loans between the Company and GeoPark Llanos and endorse it in guaranty in the name of the holder and physically deliver it to the Collateral Agent (the “Initial Pagaré” and, together with the Initial Share Collateral and the Initial Intercompany Loan Collateral, the “Initial Collateral”). After the Issue Date, the Company, Parent and Restricted Subsidiaries will, from time to time, grant in favor of the Collateral Agent a first-priority perfected security interest in the Collateral (subject to Permitted Collateral Liens) as required pursuant to Section 4.12.

(b)If any Collateral required to be pledged under the Indenture that is (i) not automatically subject to a first-priority perfected security interest under the Security Documents that exists as of any date, or (ii) is required to be pledged pursuant to Section 4.12, then the Company, shall notify the Collateral Agent in writing thereof and, in each case at the sole cost and expense of the Company and

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as soon as reasonably practicable, execute and deliver to the Collateral Agent additional Security Documents or supplements to existing Security Documents, and other documentation (in form and scope, and covering such Collateral on such terms, in each case consistent with the Security Documents in effect on the Issue Date and as further described in Section 4.12), and take such additional actions (including any of the actions described in Section 4.12) as are reasonably necessary to create and fully perfect (except to the extent perfection is not required thereunder) in favor of the Collateral Agent under the Security Documents a valid and enforceable first priority security interest in such Collateral, which shall be free of any other Liens except for Permitted Collateral Liens.  Any security interest provided pursuant to this clause )b) shall be accompanied by such Opinions of Counsel as to the validity and perfection of the Liens on such property to the Company as customarily given by counsel in the relevant jurisdiction, in form and substance customary for such jurisdiction.  In addition, the Company shall deliver an Officers’ Certificate to the Collateral Agent certifying that the necessary measures have been taken to perfect the security interest in such property.

(c)The Company and any Guarantor shall comply, and shall cause each Restricted Subsidiary, to the extent it is a party thereto, to comply, with all covenants and agreements contained in the Security Documents.

(d)Each Holder, by accepting a Note, agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the provisions of the Indenture and the Security Documents.

(e)As among the Holders, the Collateral as now or hereafter constituted shall be held for the equal and ratable benefit of the Holders without preference, priority or distinction of any thereof over any other by reason of differences in time of issuance, sale or otherwise, as security for the Obligations under the Indenture or any Notes.

(f)The Company and any Guarantor shall comply, and shall cause each Restricted Subsidiary to waive any release, impairment of, non-perfection or invalidity of any direct or indirect security, or the release of any such security, for any obligation of the Company under the Indenture or any Notes.

Section 11.03.  Authorization of Actions to be Taken.  (a)  The Collateral Agent and the Trustee are (i) authorized and empowered to execute and deliver, and accept delivery of, as the case may be of the Initial Share Pledge Agreement, the Initial Loan Pledge Agreement and the Initial Pagaré effective on the Issue Date, and such other Security Documents or amendments thereto, to the extent a party thereto, from time to time after the Issue Date, and any instruments and other documents related thereto and (ii) to receive on behalf of the Holders of the Notes any funds collected or distributed under the Security Documents or to

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which the Collateral Agent or Trustee is a party and to make further distributions of such funds to the Holders of Notes according to the provisions of the Indenture.

(b)Subject to the applicable Security Document and Article 7 of the Indenture, unless inconsistent with applicable law, the Collateral Agent is authorized and empowered to institute and maintain such suits and proceedings as are necessary to protect or enforce the Liens on the Collateral or the other rights under the Security Documents to which the Collateral Agent is a party or to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of such Security Documents or the Indenture, and such suits and proceedings as are necessary to preserve or protect its interests and the interests of the Holders in the Collateral, including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Liens or other rights under such Security Documents or hereunder or be prejudicial to the interests of Holders or the Collateral Agent.

(c)For the avoidance of doubt and for the purposes of Article 18 of Law No. 20,190 of the Republic of Chile, Deutsche Bank Trust Company Americas is hereby authorized, in its capacity as Collateral Agent of the Holders, to perform the following acts on behalf of the Holders: (i) to appear as Collateral Agent in Chile in one or more public deeds, accepting the Pledge Agreements. The Collateral Agent will be empowered to agree in said documents to all the necessary and appropriate clauses, terms and conditions; (ii) to grant, execute, deliver and perform any other act, contract, agreement, document or instrument in connection with the above, or the documents executed thereunder, which may be necessary to authorize or grant such Pledge Agreements and to fulfill the acts mentioned in sub clause (i) above, whether such agreements are granted by public deed or private instrument, and said documents or agreements may be in such form and contain such provisions as the Collateral Agent shall approve or agree; (iii) to do and perform any and all other acts which may be necessary or desirable to complete and execute the Pledge Agreements and perfect, maintain and preserve the Pledge Agreements and the security interest created thereby; and (iv) delegate the above powers to one or more sub-agents. The Company expressly accepts the appointment of the Collateral Agent as such for the Holders. The provisions of this clause 11.03(c) shall be construed in accordance with and governed by the laws of the Republic of Chile. For purposes of number 4 of Article 18 of Law N°20,190 of the Republic of Chile, a legalized copy of the Indenture shall be recorded with a Chilean Notary Public.

Section 11.04.  Determinations relating to, and maintenance of, Collateral.  (a)  Except for any consent, approval or action by the Collateral Agent in the ordinary course of the performance of the Collateral Agent’s duties under the Indenture or the Security Documents, in the event that: (i) the Collateral Agent shall receive any written request from the Company, a Restricted

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Subsidiary or the Trustee under any Security Document for consent or approval with respect to any matter or thing relating to the Collateral or the Company’s or such Restricted Subsidiary’s obligations with respect thereto, (ii) there shall be due to or from the Trustee or the Collateral Agent under the provisions of any Security Document any material performance or the delivery of any material instrument or (iii) the Collateral Agent, the Trustee or any Holder shall become aware of, or have a reasonable basis to suspect, any nonperformance by the Company or a Restricted Subsidiary of any covenant or any breach of any representation or warranty of the Company or such Restricted Subsidiary set forth in any Security Document, then, in each such event, the Collateral Agent shall be entitled to hire experts, consultants, agents and attorneys to advise the Collateral Agent on the manner in which the Collateral Agent should respond to such request or render any requested performance or respond to such nonperformance or breach.  The Collateral Agent shall be fully protected in the taking of any action recommended or approved by any such expert, consultant, agent or attorney or agreed to by the Holders of a majority in principal amount of the outstanding Notes.

(b)The Company shall, at its sole expense, do all acts which may be reasonably necessary to confirm that the Collateral Agent holds, for the benefit of the Holders of the Notes, duly created, enforceable and perfected first-priority Liens on the Collateral, subject to Permitted Collateral Liens.

(c)As may be necessary, or as may be reasonably requested by the Collateral Agent, the Company shall, at its sole expense, execute, acknowledge and deliver such documents and instruments (including the filing of financing statements or amendments or continuations thereto) and take such other actions which may be necessary to assure, perfect, transfer and confirm the rights conveyed by the Pledge Agreements, to the extent permitted by applicable law.

(d)The Company, each Guarantor and each Restricted Subsidiary will not enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Debt of any Person, other than as permitted by the Indenture, the Notes and the Pledge Agreements.

(e)If and so long as the Collateral includes (i) any Equity Interest in a legal entity organized under the laws of a jurisdiction outside the United States or (ii) any property of a foreign legal entity, Parent and the Company shall cause the relevant grantor to take all such action as may be required under the laws of such foreign jurisdiction to ensure that the Lien on such Collateral ranks prior to all Liens of others therein (other than Permitted Collateral Liens), including, to the extent so required, entering into security documentation governed by local law in respect of pledges of uncertificated Equity Interests.

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(f)The Collateral Agent shall not be responsible for, or makes any representation as to, the existence, genuineness, value or protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes.

(g)For the avoidance of doubt, nothing herein shall require the Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any Security Document) and such responsibility shall be solely that of the Company.

(h)Notwithstanding anything else to the contrary herein, whenever reference is made in the Indenture to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be fully justified in failing or refusing to take any such action under the Indenture if it shall not have received such written instruction, advice or concurrence of the Trustee (who may in turn seek such advice or concurrence from the holders of a majority in principal amount of the Notes), as it deems appropriate.  This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.

Section 11.05.  Release of Liens.  (a)  The Liens on the Collateral securing the Notes shall automatically and without the need for any further action by any Person be released:

(i)with respect to any Share Collateral, upon the sale or other disposition (including by way of consolidation, amalgamation or merger) of the issuer of the shares constituting such Share Collateral (other than to the Company or a Guarantor) otherwise permitted by the Indenture; and if such issuer is a Loan Recipient under any Intercompany Loan, upon such sale or other disposition, the Liens on the Intercompany Loan shall be fully released;

(ii)in whole, upon payment in full of the principal of, accrued and unpaid interest, if any, and premium, if any, and all other Obligations with respect to the Notes;

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(iii)defeasance (including pursuant to 0 of the Indenture) or satisfaction and discharge (in accordance with the provisions of Article 8);

(iv)in accordance with the provisions of Section 4.17; and

(v)in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions of Section 9.02; and

Each of the releases described in paragraphs (i), (ii), (iii), (iv) and (vi) above may be effected by the Collateral Agent upon receipt of the documents contemplated by clause 11.05(b) below, to the extent required, without the consent of the Holders or any action on the part of the Trustee.

Any release of Collateral permitted by this Section will be deemed not to impair the Liens under the Indenture and the Security Documents in contravention thereof.

(b)Upon delivery to the Collateral Agent of an Officers’ Certificate requesting execution of an instrument confirming the release of the Liens pursuant to clause (a), as applicable, accompanied by:

(i)an Opinion of Counsel confirming such release is permitted by clause (a), as applicable;

(ii)all instruments requested by the Company to effectuate or confirm such release; and

(iii)such other certificates and documents as the Collateral Agent may reasonably request to confirm the matters set forth in clauses 11.05(a) or (c), as applicable,

the Collateral Agent is hereby authorized to, and shall, if such instruments and confirmation are reasonably satisfactory to the Collateral Agent, promptly execute and deliver such instruments.

(c)All instruments effectuating or confirming any release of any Liens will have the effect solely of releasing such Liens as to the Collateral described therein, on customary terms and without any recourse, representation, warranty or liability whatsoever.

(d)The Company will bear and pay all costs and expenses associated with any release of Liens pursuant to this Section, including all reasonable fees and disbursements of any attorneys or representatives acting for the Trustee or for the Collateral Agent.

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(e)Any release of Collateral in accordance with the provisions of the Indenture and the Security Documents will not be deemed to impair the security under the Indenture, and any officer, engineer or appraiser may rely on this clause (e) in delivering a certificate requesting release so long as all other provisions of the Indenture have been complied with.

Section 11.06.  Permitted Ordinary Course Activities with Respect to Collateral.  Subject to the terms of the Security Documents, and so long as no Default or Event of Default under the Indenture shall have occurred and be continuing or would result therefrom (and so long as the activities below otherwise do not violate the provisions set forth in Article 4 or Article 11), Parent, the Company or a Subsidiary Guarantor, as the case may be may, without any release or consent by the Trustee or the Collateral Agent, conduct:

(a)ordinary course activities with respect to the Share Collateral, including exercising, directly or indirectly, any economic, voting and other consensual rights pertaining to all Equity Interests of GeoPark Chile and GeoPark Colombia pledged pursuant to the Initial Share Pledge Agreement, and pertaining to any Additional Share Collateral; and

(b)ordinary course activities with respect to all other Collateral (not otherwise constituting Share Collateral), including collecting, investing and disposing of any income arising from such Collateral (not otherwise constituting Share Collateral).

Section 11.07.  Occurrences of Events of Default. Upon the occurrence and during the continuance of an Event of Default, to the extent permitted by law and subject to the provisions of the Pledge Agreements:

(a)all of the rights of Parent, the Company or a Restricted Subsidiary to exercise voting or other consensual rights with respect to the Collateral shall cease, and all such rights shall become vested in the Collateral Agent, which, to the extent permitted by applicable law, shall have the sole right to exercise such voting and other consensual rights;

(b)all rights of Parent, the Company or a Restricted Subsidiary to receive all interest, dividends, distributions and other payments made upon or with respect to the Collateral will cease and such interest and other payments will be paid to the Collateral Agent for the benefit of the Trustee and the Holders of the Notes; and

(c)the Collateral Agent may sell the Collateral or any part thereof in accordance with the terms of applicable law, applicable governmental requirements and the Pledge Agreements, and subject to certain rights of other shareholders (including LGI under the LGI-Chile Shareholders’ Agreement and the LGI-Colombia Shareholders’ Agreement).

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(d)the Collateral Agent may demand, cause the acceleration, sue for, collect, receive and give acquittance for any and all monies due or to become due under the Intercompany Loans, and complete the blanks in any Promissory Note (subject to the terms of such Promissory Note’s instructions, to the extent applicable), and take any other enforcement actions in respect of the Intercompany Loans.

Section 11.08.  Foreclosure. Upon the occurrence and during the continuance of an Event of Default, the holders of a majority in principal amount of the Notes may direct the Trustee to direct the Collateral Agent to foreclose upon and sell the applicable Collateral and to distribute the net proceeds of such sale to the Trustee and the Holders of the Notes, and to accelerate and collect payments in respect of the Intercompany Loans, subject to applicable laws and applicable governmental requirements.  Enforcement of the security interests in the Collateral will be made in accordance with applicable law and, to the extent permitted by applicable law, as determined by the Collateral Agent, in accordance with the provisions of the Indenture, the Security Documents and applicable governmental requirements. If applicable, the Collateral Agent will distribute all cash proceeds of the Collateral (after payment of the costs of enforcement and administration) received by it under the Security Documents for the ratable benefit of the Holders of the Notes and holders of other Obligations secured by Permitted Collateral Liens. Accordingly, any proceeds received upon a realization of the Collateral securing the Notes and such other Obligations will be applied as follows:

(i)first, to the payment of all costs and expenses incurred by the Trustee and the Collateral Agent in connection with the collection of proceeds or sale of any Collateral or otherwise in connection with the Indenture and the Security Documents, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee and the Collateral Agent on behalf of the Company and any other costs or expenses incurred in connection with the exercise of any right or remedy of the Holders of the Notes and such other Obligations;

(ii)second, to pay the Notes, any accrued and unpaid interest thereon and such other Obligations on a pro rata basis based on the respective amounts of the Notes and such other Obligations then outstanding; and

(iii)third, to the extent of the balance of such proceeds after application in accordance with the foregoing, to the Company, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Section 11.09.  Replacement of Collateral Agent.  (a) (i) The Collateral Agent may resign at any time by written notice to the Company.

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(ii)The Holders of a majority in principal amount of the outstanding Notes may remove the Collateral Agent without cause by written notice to the Trustee; provided that they concurrently appoint a successor Collateral Agent.

(iii)The Company may remove the Collateral Agent by Company Order if: (A) the Collateral Agent is adjudged bankrupt or insolvent; (B) a receiver or other public officer takes charge of the Collateral Agent or its property; or (C) the Collateral Agent becomes incapable of acting.

A resignation or removal of the Collateral Agent and appointment of a successor Collateral Agent will become effective only upon the successor Collateral Agent’s acceptance of appointment as provided in this Section.

(b)If the Collateral Agent has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company.  Otherwise, if the Collateral Agent resigns or is removed, or if a vacancy exists in the office of the Collateral Agent for any reason, the Company will promptly appoint a successor Trustee.  If the successor Collateral Agent does not deliver its written acceptance within 30 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

(c)Upon delivery by the successor Collateral Agent of a written acceptance of its appointment to the retiring Collateral Agent and to the Company, (i) the retiring Collateral Agent will transfer all property held by it as Collateral Agent to the successor Collateral Agent, (ii) the resignation or removal of the retiring Collateral Agent will become effective, and (iii) the successor Collateral Agent will have all the rights, powers and duties of the Collateral Agent under the Indenture.  Upon request of any successor Collateral Agent, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Collateral Agent all such rights, powers and trusts, and all agreements, instruments or other documents, including any amendments, modifications or supplements to the existing Security Documents.

(d)The retiring Collateral Agent will promptly deliver any share certificates, Promissory Notes, endorsements or other instruments of transfer and any other document or records relating to the Collateral to the successor Collateral Agent.

(e)The Company will give notice of any resignation and any removal of the Collateral Agent and each appointment of a successor Collateral Agent to

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all Holders, and include in the notice the name of the successor Collateral Agent and the address of its Corporate Trust Office.

ARTICLE 12
MISCELLANEOUS

Section 12.01.  Noteholder Actions.  (a) (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by the Indenture to be given or taken by a Holder (as used in this Section, an “act”) may be evidenced by an instrument signed by the Holder delivered to the Trustee.  The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.

(ii)The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.

(b)Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note.  Subject to clause (c), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.

(c)The Company may, but is not obligated to, fix a record date for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default.  If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date.  No act will be valid or effective for more than 90 days after the record date.

Section 12.02.  Notices.  (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) when mailed by first class mail, (iii) when sent by facsimile transmission, with transmission confirmed or (iv) when published or, if published on different dates, on the date of the first such publication.  Notices or communications to a Guarantor will be deemed given if given to the Company.  Any notice to the Trustee shall be in writing in English and will be effective only upon receipt.  In each case the notice or communication should be addressed as follows:

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if to the Company:

GeoPark Latin America Limited Agencia en Chile

Nuestra Señora de los Ángeles 179

Santiago, Chile

Tel: (+56) 2-2242-9600

Attention: Pedro Aylwin Chiorrini

if to the Trustee:

Deutsche Bank Trust Company Americas

Trust and Securities Services

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Fax : 732-578-4635

Attention: Corporates Team — GeoPark Latin America

copy to:

Deutsche Bank National Trust Company

Trust & Securities Services

100 Plaza One

6th Floor - MS JCY03-0699

Jersey City, NJ 07311-3901

Fax:  732-578-4635

Attention:  Corporates Team — GeoPark Latin America

if to the European Paying Agent, Registrar and Transfer Agent:

Deutsche Bank Luxembourg S.A.

2, Boulevard Konrad Adenauer

L-1115 Luxembourg

Luxembourg

Attention: Trust and Securities Services — CTAS

Tel. (+352) 421 22 645

Fax. (+352) 47 31 36

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b)Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given on the date of mailing or of publication as aforesaid or, if published on different dates, on the date of the first such publication, at its address as it appears on the Register

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by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC.  Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time.  Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.

(c)For so long as any Notes are listed on the Global Exchange Market of the Irish Stock Exchange and in accordance with the rules and regulations of the Irish Stock Exchange, the Company will publish all notices to Holders in a newspaper with general circulation in Ireland, which is expected to be the Irish Times, or alternatively the Company may also publish a notice on the website of the Irish Stock Exchange (www.ise.ie).

(d)Where the Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice.  Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.

Section 12.03.  Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under the Indenture, the Company will furnish to the Trustee:

(a)an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in the Indenture relating to the proposed action have been complied with; and

(b)an Opinion of Counsel stating that all such conditions precedent have been complied with.

Section 12.04.  Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture must include:

(a)a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;

(b)a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;

(c)a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(d)a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.

Section 12.05.  Payment Date Other Than A Business Day.  If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.

Section 12.06.  Governing Law, Etc.  (a) The Indenture, including any Note Guaranties, and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.  Each Initial Share Pledge Agreement will be governed and construed in accordance with, the laws of the Republic of Chile.  Each Initial Loan Pledge Agreement, and each Acknowledgment of Debt entered into on the Issue Date, will be governed and construed in accordance with, the laws of the Republic of Chile.  The Initial Pagaré will be governed and construed in accordance with, the laws of the Republic of Colombia.

(b)Each of the parties hereto:

(i)agrees that any suit, action or proceeding against it arising out of or relating to the Indenture or the Notes, as the case may be, may be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, New York City, New York,

(ii)irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding,

(iii)waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile, and

(iv)agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment.

(c)The Company and each Guarantor have appointed CT Corporation, with offices currently at 111 Eighth Avenue, 13th floor, New York, NY 10011, as

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its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in New York City, New York.  The Company and each Guarantor represent and warrant that the Authorized Agent has accepted such appointments and has agreed to act as said agent for service of process, and the Company and each Guarantor agree to take any and all actions, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain outstanding.  The Company and each Guarantor agree that the appointment of the Authorized Agent shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Company and each Guarantor of a successor agent in New York City, New York as their authorized agent for such purpose and the acceptance of such appointment by such successor.  Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Company and each Guarantor.

(d)To the extent that the Company or a Guarantor or any of their respective properties, assets or revenues may have or hereafter become entitled to, or have attributed to the Company or any Guarantor, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or from counterclaim from the jurisdiction of any Chilean, Bermuda, New York State, U.S. federal court or other applicable jurisdiction, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company or such Guarantor, or any other matter under or arising out of or in connection with, the Notes or the Indenture, the Company and each Guarantor irrevocably and unconditionally waive or shall waive such right, and agree not to plead or claim any such immunity and consent to such relief and enforcement.

Section 12.07.  Currency Conversion.  (a) U.S. Dollars is the sole currency of account and payment for all sums payable by the Company and each Guarantor, under or in connection with the Notes or the Indenture.  If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder to the Holder of a Note from U.S. Dollars into another currency, the Company and each Guarantor agree, and each Holder agrees, to the fullest extent that the Company, each Guarantor and they may effectively do so, that the rate of exchange used will be that at which in accordance with normal banking procedures such Holder could purchase U.S. Dollars with such other currency in New York City, New York on the day two Business Days preceding the day on which final judgment is given.

112

(b)The Company’s and the Guarantor’s obligations in respect of any sum payable by them to a Holder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than U.S. Dollars, be discharged only to the extent that on the Business Day following receipt by the Holder of a Note of any sum adjudged to be so due in the Judgment Currency, the Holder of such Note may in accordance with normal banking procedures purchase U.S. Dollars with the Judgment Currency; if the amount of the U.S. Dollars so purchased is less than the sum originally due to the Holder in the Judgment Currency (determined in the manner set forth in the preceding clause (a)), the Company and each Guarantor agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Holder of such Note against such loss, and if the amount of the U.S. Dollars so purchased exceeds the sum originally due to such Holder, such Holder agrees to remit to the Company or such Guarantor such excess, provided that such Holder will have no obligation to remit any such excess as long as the Company and such Guarantor have failed to pay such Holder any obligations due and payable under such Note, in which case such excess may be applied to the Company’s or such Guarantor’s obligations under such Note in accordance with the terms thereof.

(c)The indemnities of the Company and each Guarantor contained in this Section, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations of the Company and each Guarantor under the Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action against the Company and each Guarantor; (iii) shall apply irrespective of any indulgence granted by any Holder of the Notes from time to time; (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes; and (v) shall survive the termination of the Indenture

Section 12.08.  No Adverse Interpretation of Other Agreements.  The Indenture may not be used to interpret another indenture or loan or debt agreement of the Company, Latam Limited, Parent or any Subsidiary of the Company, and no such indenture or loan or debt agreement may be used to interpret the Indenture.

Section 12.09.  Successors.  All agreements of the Company, Latam Limited or any Guarantor in the Indenture and the Notes will bind its successors.  All agreements of the Trustee in the Indenture will bind its successor.

Section 12.10.  Duplicate Originals.  The parties may sign any number of copies of the Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.11.  Separability.  In case any provision in the Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and

113

enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.12.  Table of Contents and Headings.  The Table of Contents and headings of the Articles and Sections of the Indenture have been inserted for convenience of reference only, are not to be considered a part of the Indenture and in no way modify or restrict any of the terms and provisions of the Indenture.

Section 12.13.  No Liability of Directors, Officers, Employees, Incorporators, Members And Stockholders.  No director, officer, employee, incorporator, member or stockholder of the Company, Latam Limited or any Guarantor, as such, will have any liability for any obligations of the Company, Latam Limited or such Guarantor under the Notes, any Note Guaranty, the Indenture, the Pledge Agreements, the Promissory Notes or for any claim based on, in respect of, or by reason of, such obligations.  Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.14.  Patriot Act.  The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering activities, pursuant to Federal regulations that became effective on October 1, 2003 (Section 326 of the USA PATRIOT Act) all financial institutions are required to obtain, verify, record and update information that identifies each person establishing a relationship or opening an account.  The parties to this Agreement agree that they will provide to the Trustee and Agents such information as it may request, from time to time, in order for the Trustee and Agents to satisfy the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information that will allow it to identify the individual or entity who is establishing the relationship or opening the account and may also ask for formation documents such as articles of incorporation or other identifying documents to be provided.

Section 12.15.  Force Majeure.  The Trustee and Agents shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee and Agents (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

114

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE, as Issuer
By:	/s/ Pedro Aylwin
	Name:	Pedro Aylwin
	Title:	Legal Representative
GEOPARK HOLDINGS LIMITED, as Guarantor
By:	/s/ Pedro Aylwin
	Name:	Pedro Aylwin
	Title:	Legal Representative
GEOPARK LATIN AMERICA LIMITED, as Intervening and Consenting Party
By:	/s/ Pedro Aylwin
	Name:	Pedro Aylwin
	Title:	Legal Representative

115

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent
By:	Deutsche Bank National Trust Company
By:	/s/ Jacqueline Bartnick
	Name:	Jacqueline Bartnick
	Title:	Director
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Vice President
DEUTSCHE BANK LUXEMBOURG S.A., as European Paying Agent, Registrar and Transfer Agent
By:	/s/ Jacqueline Bartnick
	Name:	Jacqueline Bartnick
	Title:	Attorney-in-fact
By:	/s/ Annie Jaghatspanyan
	Name:	Annie Jaghatspanyan
	Title:	Attorney-in-fact

116

EXHIBIT A

[FACE OF NOTE]

GeoPark Latin America Limited Agencia en Chile

7.50% Senior Secured Note due 2020

[CUSIP]  [CINS]                

No. US$                

GeoPark Latin America Limited Agencia en Chile, an established branch, under the laws of Chile, of GeoPark Latin America Limited, an exempted company incorporated under the laws of Bermuda (the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., the nominee for The Depository Trust Company, or its registered assigns, the principal sum of [           ] DOLLARS (US$[          ]) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on February 11, 2020.

Interest Rate:7.50% per annum.

Interest Payment Dates:  February 11 and August 11, commencing August 11, 2020.

Regular Record Dates:  January 28 and July 28.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

A-1

Additional provisions of this Note are set forth on the other side of this Note.

IN WITNESS HEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE
By:
	Name:
	Title:

A-2

Trustee’s Certificate of Authentication

This is one of the 7.50% Senior Secured Notes due 2020, described in the Indenture referred to in this Note.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By: Deutsche Bank National Trust Company
By:
	Authorized Signatory

A-3

[REVERSE SIDE OF NOTE]

GeoPark Latin America Limited Agencia en Chile

7.50% Senior Secured Note Due 2020

1.Principal and Interest.

The Company promises to pay the principal of this Note on February 11, 2020.

The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 7.50% per annum.

Interest will be payable semiannually (to the Holders of record of the Notes at the close of business on the January 28 or July 28 immediately preceding the interest payment date) on each interest payment date, commencing August 11, 2013.

Interest on this Note will accrue from the most recent date to which interest has been paid on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from the Issue Date.  Interest will be computed in the basis of a 360-day year of twelve 30-day months.

The Company will pay interest on overdue principal, premium, if any, and, to the extent lawful, interest at a rate per annum that is 1% in excess of 7.50%.  Interest not paid when due and any interest on principal, premium or interest not paid when due will be paid to the Persons that are Holders on a special record date, which will be the 15th day preceding the date fixed by the Trustee for the payment of such interest, whether or not such day is a Business Day.  At least 15 days before a special record date, the Company will send to each Holder and to the Trustee a notice that sets forth the special record date, the payment date and the amount of interest to be paid.

2.Indentures; Note Guaranty, Security

This is one of the Notes issued under an Indenture dated as of February 11, 2013 (as amended from time to time, the “Indenture”), among GeoPark Latin America Limited Agencia en Chile (the “Company”), an established branch, under the laws of Chile, of GeoPark Latin America Limited (“Latam Limited”), an exempted company incorporated under the laws of Bermuda and wholly owned by GeoPark Holdings Limited, Latam Limited, as intervening and

A-4

consenting party, the Guarantor party thereto, Deutsche Bank Trust Company Americas, as Trustee, Registrar, Paying Agent, Transfer Agent an Collateral Agent, and Deutsche Bank Luxembourg S.A., as European Paying Agent, Registrar and Transfer Agent.  Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture.  The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.

The Notes are senior obligations of the Company, secured on the Issue Date by a first lien on the Initial Collateral.  The Indenture limits the original aggregate principal amount of the Notes to US$300,000,000 million, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes will vote together as one class on all matters with respect to the Notes.  Holders of Additional Notes issued in the future will share equally and ratably with all other outstanding Notes on the Collateral.  This Note is guaranteed, as set forth in the Indenture.

3.Redemption and Repurchase; Discharge Prior to Redemption or Maturity.

This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to this Note.

If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.

4.Registered Form; Denominations; Transfer; Exchange.

The Notes are in registered form, without interest coupons, in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

A-5

5.Defaults and Remedies.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on all the Notes to be due and payable.  If a bankruptcy or insolvency default with respect to the Company, Parent or any Restricted Subsidiary occurs, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity and/or security satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.

6.Amendment and Waiver.

Subject to certain exceptions, the Indenture, the Notes and the Pledge Agreements may be amended, or default may be waived, with the written consent of the Holders of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture, the Notes or the Pledge Agreements to, among other things, cure any ambiguity, defect or inconsistency in a manner that is not materially adverse to the interests of the Holders.

7.Authentication.

This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.

8.Governing Law.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

9.Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).

The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.

A-6

[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

an attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

A-7

[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]

In connection with any transfer of this Note occurring prior to                             , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:

Check One

o            (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit G to the Indenture is being furnished herewith.

o            (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit F to the Indenture is being furnished herewith.

or

o            (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.

If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:
	Seller
	By

NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

A-8

Signature Guarantee:(5)

By

To be executed by an executive officer

ix

(5)Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-9

OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have all of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, check the box: o

If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.13 or Section 4.14 of the Indenture, state the amount (in original principal amount) below:

US$                                          .

Date:

Your Signature:

(Sign exactly as your name appears on the other side of this Note)

Signature Guarantee:(1)

x

(1)Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

A-10

SCHEDULE OF EXCHANGES OF NOTES(1)

The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made:

Date of
Exchange Amount of
decrease
in principal
amount
of this Global
Note Amount of
increase
in principal
amount
of this Global
Note Principal
amount of
this Global
Note
following
such
decrease (or
increase) Signature of
authorized
officer of
Trustee

xi

(1)For Global Notes.

A-11

EXHIBIT B

SUPPLEMENTAL INDENTURE

dated as of           ,

among

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE
as Issuer

GEOPARK LATIN AMERICA LIMITED

as Intervening and Consenting Party

GEOPARK HOLDINGS LIMITED and [ ]

the Guarantors party hereto

DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent

and

DEUTSCHE BANK LUXEMBOURG S.A.

as European Paying Agent, Registrar and Transfer Agent

7.50% Senior Secured Notes due 2020

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of                     ,         , among GeoPark Latin America Limited Agencia en Chile (the “Company”), an established branch, under the laws of Chile, of GeoPark Latin America Limited (“Latam Limited”), an exempted company incorporated under the laws of Bermuda and wholly owned by GeoPark Holdings Limited, Latam Limited, as intervening and consenting party, each existing Guarantor party hereto and [ ] as additional Guarantor[s] ([each an][the] “Undersigned”), Deutsche Bank Trust Company Americas, as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent (the “Trustee”), and Deutsche Bank Luxembourg S.A., as European Paying Agent, Registrar and Transfer Agent.

RECITALS

WHEREAS, the Company, Latam Limited, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of February 11, 2013 (the “Indenture”), relating to the Company’s 7.50% Senior Secured Notes due 2020 (the “Notes”);

WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any newly acquired or created Wholly-Owned Restricted Subsidiaries to provide Guaranties.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.

Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.

B-1

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE, as Issuer
By:
	Name:
	Title:
GEOPARK HOLDINGS LIMITED, as Guarantor
By:
	Name:
	Title:
GEOPARK LATIN AMERICA LIMITED, as Intervening and Consenting Party
By:
	Name:
	Title:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar, Paying Agent, Transfer Agent and Collateral Agent
By:
	Name:
	Title:

B-2

By:
	Name:
[ ], as Additional Guarantor
By:
	Name:
	Title:

B-3

EXHIBIT C

RESTRICTED LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AND AT THE SOLE DISCRETION OF THE ISSUER AFTER THE RESALE RESTRICTION TERMINATION DATE.

C-1

BY ITS ACQUISITION OF THIS NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN.

C-2

EXHIBIT D

DTC LEGEND

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.

D-1

EXHIBIT E

REGULATION S LEGEND

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AND AT THE SOLE DISCRETION OF THE ISSUER AFTER THE RESALE RESTRICTION TERMINATION DATE.  BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS

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ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION OF THIS NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.

THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN.

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EXHIBIT F

Regulation S Certificate

                       ,              

Deutsche Bank Trust Company Americas

Trust and Securities Services

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Fax : 732-578-4635

Attention: Corporates Team —GeoPark Latin America

copy to:

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200,

Jacksonville, FL 32256 USA

Attention: Transfer

Re: GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE
7.50% Senior Secured Notes due 2020 (the “Notes”)
Issued under the Indenture (the “Indenture”) dated as
as of February 11, 2013, relating to the Notes

Ladies and Gentlemen:

Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.

[CHECK A OR B AS APPLICABLE.]

o  A.This Certificate relates to our proposed transfer of US$         principal amount of Notes issued under the Indenture.  We hereby certify as follows:

1.The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances

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described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.

2.Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.

3.Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.

4.The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

5.If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.

o  B.This Certificate relates to our proposed exchange of US$         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.  We hereby certify as follows:

1.At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.

2.Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was

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originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.

3.The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.

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You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
		Name:
		Title:
		Address:
Date:

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EXHIBIT G

Rule 144A Certificate

                 ,         

Deutsche Bank Trust Company Americas

Trust and Securities Services

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Fax : 732-578-4635

Attention: Corporates Team —GeoPark Latin America

copy to:

DB Services Americas, Inc.

5022 Gate Parkway, Suite 200,

Jacksonville, FL 32256 USA

Attention: Transfer

Re: GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE
7.50% Senior Secured Notes due 2020 (the “Notes”) Issued under the Indenture (the “Indenture”) dated as
as of February 11, 2013, relating to the Notes

Ladies and Gentlemen:

TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.

This Certificate relates to:

[CHECK A OR B AS APPLICABLE.]

o  A.Our proposed purchase of US$         principal amount of Notes issued under the Indenture.

o  B.Our proposed exchange of US$         principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.

We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that

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are not affiliated with us (or such accounts, if applicable), as of                   , 20    , which is a date on or since close of our most recent fiscal year.   We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”).  If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.  Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.

You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

	Very truly yours,
	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
	By:
		Name:
		Title:
		Address:
Date:

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Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

By:

Date:

Taxpayer ID number:

EX-4.3

Exhibit 4.3

RECORD No. 838/2013

PLEDGE WITHOUT CONVEYANCE OVER SHARES

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

KNOW ALL PERSONS BY THESE PRESENTS, that, in Santiago, Chile, this February 11, 2013 before me, Enrique Mira Gazmuri, Notary Public Alternate of the Titular of the 29th Notarial Office in and for Santiago, domiciled in this city at 225 Mac-Iver, office 203, Santiago, personally appeared:

Mr. Pedro Enrique Aylwin Chiorrini, Chilean, married, lawyer, identity card No. 8,303,420-3, domiciled at 179 Nuestra Señora de los Ángeles, borough of Las Condes, Santiago, on behalf of, as shall be evidenced, GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE, Taxpayer Identification No. 59,105,330-2, Chilean agency from GeoPark Latin America Limited, foreign company incorporated and existing under the laws of Bermuda, for this purposes with the same domicile as its representative, hereinafter “GeoPark Agencia en Chile” or the “Shareholder”

and Mr. Fernando Noriega Potocnjak, Chilean, single, lawyer, identity card No. 15.384.237-K, domiciled at Isidora Goyenechea 2800, 43TH floor, on behalf of, as shall be evidenced, Deutsche Bank Trust Company Americas, a company incorporated and existing under the laws of United States of America, domiciled at 60 Wall Street, New York, New York, 10005, United States of America, and for this purposes with the same domicile as its representative, acting in its capacity as representative of the Note Holders /as defined below/, hereinafter the “Collateral Agent”, the appearing parties being of legal age and having evidenced their identities with the aforementioned personal documents, hereby set forth as follows:

FIRST: Background.

One/ Indenture. By means of a English-language private instrument, dated February 11, 2013, and subject to the laws of the State of New York, United States of America, GeoPark Agencia en Chile, Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, and others, entered into a indenture /the “Indenture”/, pursuant which the issuance of senior secured notes was agreed /the “Notes”/ denominated in United States Dollars /”Dollars”/, for up to a total principal amount of 300,000,000 Dollars, a copy of which is registered on this date with the appearing Notary Public, record number 833/2013, and is deemed an integral part of the present instrument for all legal purposes. The capacity of Deutsche Bank Trust Company Americas as Trustee and Collateral Agent is evidenced in the Indenture, which also establishes its rights, obligations and duties. The Indenture also provides that the Collateral Agent acts on behalf of the holders of the Notes /that is, the initial purchasers of the Bonds and each subsequent holder of the notes, hereinafter the “Note Holders”/, for all legal and contractual purposes arising from the Indenture, among which are the acceptance on any collateral that may be granted to ensure the compliance of the obligations that represent the Notes and those contained in the Indenture, as established in number Five of this clause First.

Two. Characteristic of the issuance. /i/ Denomination. The Notes will be issued in minimum denomination of 200,000Dollars and, in excess of such amount, in integral multiples of 1,000 Dollars.

/ii/ Interest. The amounts owed by GeoPark Agencia en Chile pursuant the Notes will bear interest at the rate set forth below, commencing on February 11, 2013, and payable every six months at February 11, and August 11 of each year, commencing on August 11, 2013.

/iii/ Interest Rate. The applicable interest rate will be 7.50 per annum, on the basis of a 360-day year of twelve 30-days months.

/iv/ Interest Payment. Accrued interest shall be paid by GeoPark Agencia en Chile on each February 11 and August 11, commencing on August 11, 2013. In case such day is holiday, accrued interest shall be paid the next succeeding Business Day /that is a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, New York or Santiago, Chile/.

/v/ Maturity Date of the Notes. The Notes will mature on February 11, 2020. The Indenture establishes the conditions, terms, dates and costs under which GeoPark Agencia en Chile may early redeem the Notes.

/vi/ Place of Payment. The Notes shall be paid at the domicile of the institution or institutions appointed by GeoPark Agencia en Chile as its paying agent, hereinafter the “Paying Agent”. In the Indenture, GeoPark Agencia en Chile appointed Deutsche Bank Trust Company Americas as Paying Agent and Deutsche Bank Luxembourg S.A., as European Paying Agent.

/vii/ Currency. All payment by GeoPark Agencia en Chile pursuant the Indenture shall be made in Dollars of the United States of America.

/viii/ Taxes. All payments made by GeoPark Agencia en Chile pursuant the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or futures taxes, duties, assessments or governmental charges /”Taxes”/ of whatever nature imposed, levied, collected or withheld or assessed by or within Chile or Bermuda, unless such withholding or deduction is required by law or by the administrative interpretation of the authority thereof. In the event of any such withholding or deduction of Taxes, GeoPark Agencia en Chile will pay to the Note Holders such additional amounts (“Additional Amounts”) as will result in the receipt by each holder of the net amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction. Notwithstanding the foregoing, no such Additional Amounts will be payable in the circumstances detailed in Section 4.22 of the Indenture.

/ix/ Events of Default. The occurrence of any of the Events of Default /as defined in Section 6.01 of the Indenture/ constitutes an event of default with respect of the Notes. Under the occurrence of an Event of Default, subject to the fulfillment of the provisions of Section 6.02 of the Indenture, the Notes will become immediately due and payable.

Three. Obligations. All obligations owing by GeoPark Agencia en Chile under the Bonds and any other document related to or in connection with the Bonds, including, but not limited, to the Indenture or the present instrument, and any extension, amendment or supplement of any of the above mentioned documents, and any other instrument GeoPark Agencia en Chile has executed or accepted, or might execute or accept in the future in order to evidence those obligations, present or future, matured or not, at any time owing by GeoPark Agencia en Chile to the Note Holders, shall hereinafter be referred to as an “Obligation” and, collectively the “Obligations”.

Four. Collateral Agent. It is hereby stated that the Collateral Agent has been appointed on behalf of the [Note Holders] under the [Indenture] as their collateral agent and attorney, with sufficient authority to represent them on the performance of the rights and actions that the Note Holders may have pursuant to applicable law in connection to guarantees related to the Indenture or the Notes, and under any other document evidencing the Obligations. GeoPark Agencia en Chile and the other appearing parties, by means of this document, expressly accept, as provided in article 18 of Law No.

20,190, and acknowledges as sufficient the appointment of the Collateral Agent as collateral agent pursuant to the [Indenture] and the mandate granted by means of the [Indenture].

SECOND: Shares. One/ GeoPark Agencia en Chile owns 89,999,999 preferred shares of GeoPark Chile S.A. /”GeoPark Chile”/, evidenced in the share certificate No. 5. GeoPark Chile is a corporation duly incorporated and validly existing under the laws of the Republic of Chile, Taxpayer Identification Number 76,333,371-2, incorporated by means of public deed dated January 21, 2011, granted before the Notary Public of Santiago Mr. Andrés Rubio Flores, record number 76.333.361-2. A certified abstract was registered in page 5,979 number 4,660 of the Registry of Commerce of Santiago for the year 2011 and was published in the Official Gazette on February 4, 2011. Two/ Likewise, GeoPark Agencia en Chile owns 59,679 preferred shares of GeoPark Colombia S.A. /”GeoPark Colombia”/, evidenced in the following share certificates: share certificate No. 2 for 999 shares, and share certificate No. 5 for 58,680 shares. GeoPark Colombia is a corporation duly incorporated and validly existing under the laws of the Republic of Chile, Taxpayer Identification Number 76,155,021-7, incorporated by means of public deed dated June 24, 2011, granted before the Notary Public of Santiago Mrs. Antonieta Mendoza Escalas, record number 5021/2012. A certified abstract was registered in page 36,064 number 27,011 of the Registry of Commerce of Santiago for the year 2011, and was published in the Official Gazette on July 6, 2011. Three/ All the shares described in numbers One/ and Two/ herein shall hereinafter together be referred to as the “Shares”.

THIRD: Pledge without Conveyance over Shares. In order to secure complete, actual and timely performance of each and all of the Obligations, GeoPark Agencia en Chile creates to the benefit of the Note Holders, represented by the Collateral Agent, a first-priority pledge without conveyance over the Shares according to article 14 of Law number 20,190, hereinafter the “Pledge without Conveyance Law”, and over all the shares issued by GeoPark Chile or GeoPark Colombia that the Shareholder may acquire for whichever cause in the future, as established in article 9th of the Pledge without Conveyance Law, hereinafter also the “Future Shares”, and together with the Shares, the “Pledged Shares”. The right in rem over the Future Shares will be acquired once the Future Shares exist, and the right in rem shall be deemed to exist from the date of registration of this instrument in the Pledge without Conveyance Registry. The parties agree that the pledge hereby furnished is intended to secure the Note Holders, represented by the Collateral Agent, the full, effective and timely compliance of each and all the Obligations, as well as any other sum owed thereunder, including but not limited to, taxes, rights, obligations, retentions, fees, remunerations, charges, expenses, damage compensations, cost increases, financial charges, expenses and any other amount, as well as term extensions, renewals that might be agreed upon regarding the Obligations, legal fees and collection costs, if any; and in general to secure full, effective and timely compliance of each and all the Obligations.

FOURTH: Prohibition. GeoPark Agencia en Chile hereby undertakes (i) not to encumber, in whole or in part, except for the creation of the Permitted Collateral Liens, as defined in the Indenture, (ii) not to dispose, set up security interests or any charge over the Pledged Shares, in whole or in part, except to the extent permitted under the Indenture, and (iii) not to execute any act or contract whatsoever over the Pledged Shares, except for shareholders agreements that do not provide for more restrictive terms for the disposal and transfer of, or the granting of encumbrances over, the Pledged Shares than those currently in force under the shareholders agreements referred to in section five below, , all of the above without the previous written authorization of the Collateral Agent. salvo aquellos acuerdos o pactos de accionistas que no establezcan, respecto de la disposición o transferencia de las Acciones Prendadas, términos más restrictivos que los actualmente contemplados en los pactos de accionistas mencionados en la cláusula Quinta siguiente

FIFTH: Title. GeoPark Agencia en Chile represents and warrants that it holds the Shares hereby pledged as the sole and exclusive owner and that the Shares are free of any encumbrances, liens, litigation, prohibitions to sell or encumber, and other restrictions, seizures, preliminary injunctions, enforcement actions and preferential rights; and are fully paid for, and are not subject to sale promises, options, conditional sales or any other act or contract to transfer the property of the Shares or grant them as collateral for other obligations, or other impediments that affect their free disposal or the creation of this pledge, the foregoing notwithstanding of the provision of (i) shareholders’ agreement regarding GeoPark Chile, entered by GeoPark Agencia en Chile  and LG International Corp. on May 20, 2011, and (ii) the shareholders’ agreement regarding GeoPark Colombia, entered by GeoPark Agencia en Chile and LG International Corp. on December 18, 2012. Likewise, GeoPark Agencia en Chile states that there is no impediment, both to the Shares as to itself, to grant this pledge and prohibition, as well as it represents that the Pledge Shares confer it, as owner and holder of them, the right to receive the profits and other economic benefits to be distributed by the relevant company to its shareholders, in accordance with the bylaws from GeoPark Chile and GeoPark Colombia. Finally, GeoPark Agencia en Chile undertakes to ensure and respond for the fact that the Future Shares will be at the date of their acquisition free of all kind of encumbrances, liens, litigation, prohibitions to sell or encumber, and other restrictions, seizures, preliminary injunctions, enforcement actions and preferential rights; and that they will be fully paid for, and not subject to sale promises, options, conditional sales or any other act or contract to transfer the property of the Future Shares or grant them as collateral for other obligations, or other impediments that affect their free disposal or the creation of this pledge, except for the provisions of /i/ the above mentioned shareholders agreements that may be applicable to the Future Shares and /ii/ the Permitted Collateral Liens.

SIXTH: Six. One. Extension. The pledge over the Shares and the prohibitions furnished hereby, as well as the pledge that will be granted by operation of law over the Future Shares, include and are extended, to all the increases of value of the pledged Shares and the Future Shares and each of the rights that those Shares or the Future Shares, as applicable, grant to its holder. Therefore, all

earnings and benefits the Shares, the Future Shares and the shares free of payment may generate will be included in the pledge hereby granted. The Collateral Agent is hereby authorized to receive the capital contributions refunds that may be agreed, and to allocate these amounts to the payment of the Obligations, if they were due. In the case of issuance of shares free of payment, such shares shall be affected by this pledge, and the Collateral Agent is hereby authorized to withdraw and receive the certificates to be issued by the issuing company to GeoPark Agencia en Chile or other persons representing the issued shares, and this pledge shall be registered in the Shareholders Registry of the issuing company at the Collateral Agent’s request or the notary’s request when acting on its behalf. In the case of issuance of new certificates by an increase in the Shares value, the new certificates will replace the previous, being the Collateral Agent authorized to change them with the relevant issuing company.

Six. Two. Extension of the pledge in case of spin-off or merger of the issuing company. In case there is a spin-off or merger of any of the companies issuing the Shares or the Future Shares, it is expressly agreed that the pledge and prohibition shall be extended to all the shares issued by virtue of the spin-off or the merger, to which the GeoPark Agencia en Chile is or would be entitled as the owner of the Shares or the Future Shares, which shall be automatically pledged. The Collateral Agent is exclusively authorized, in all previous cases of this clause, to withdraw the relevant certificates, waiving in consequence GeoPark Agencia en Chile its right to require such delivery for itself or any other person, having to register the pledge and prohibition in the relevant Shareholders’ Registry, just at the request of the Collateral Agent or the Notary Public requesting it.

Six. Three. Shares Replacements. GeoPark Chile Agency shall be entitled, upon written notice to the Collateral Agent, to replace the corresponding Shares by other shares issued by GeoPark Chile or GeoPark Colombia, and the Collateral Agent shall subscribe the relevant instruments to allow GeoPark Agencia en Chile the exercise of this right.

SEVENTH: Exercise of the Rights of GeoPark Agencia en Chile. To the extent that GeoPark Agencia en Chile is performing full, effective and timely each and all of the Obligations, GeoPark Agencia en Chile shall keep the complete exercise of the rights that it has as legitimate holder of the Pledged Shares, including the exercise of the right to attend general shareholders’ meetings, the right to collect and receive dividends of the relevant company, and the exercise of all those other relevant rights. Notwithstanding the above, the written authorization from the Collateral Agent shall be necessary to exercise the right to withdraw from a corporation as established in articles 69 et seq. of Law No. 18,046 (Corporations Law). Upon the occurrence and continuity of an Event of Default /as defined in the Indenture/, the Collateral Agent, prior written notice delivered to the issuing company of the Shares and to GeoPark Agencia en Chile, delivered through a Notary Public and as of the date of such notice, not being necessary to evidence to third parties the relevant Event of Default, shall be entitled to exercise all rights, economic and others, that GeoPark Agencia en Chile is legally entitled to as holder of the Pledged Shares, including, especially, the right to collect and receive dividends,

and in this case GeoPark Agencia en Chile shall restrain from exercising such rights as well as any other right it may had been entitled to. For these purposes, GeoPark Agencia en Chile grants the Collateral Agent and irrevocable power of attorney to exercise of behalf of the first the right to voice and vote belonging to the Pledged Shares, and to collect and receive the dividends and profits and other benefits to which this pledge is extended, including the capital contributions refunds. The benefits received shall be applied by the Collateral Agent for payment of the Obligations. GeoPark Agencia en Chile hereby forbids GeoPark Chile and GeoPark Colombia to pay all or part of the dividends and other benefits referred herein to persons other than the Collateral Agent, as of the date of the notice referred herein, as provided for in article 2,389 of the Chilean Civil Code.

EIGHTH: Registration. Acceptance of the General Manager. The pledge that by this instrument is granted shall be registered in the Pledge without Conveyance Registry, pursuant to article 24 of Law 20,190, at the GeoPark Agencia en Chile sole cost. Present herein, Mr. Pedro Enrique Aylwin Chiorrini, individualized at the hearing, in its capacity as attorney duly authorized to act on behalf of GeoPark Chile and GeoPark Colombia, hereby represents that, being duly authorized to be notified on behalf of the aforementioned issuing companies, GeoPark Chile and GeoPark Colombia have been duly served of the pledge and prohibition herein furnished, and hereby undertakes to fulfil all its obligations arising hereunder. Notwithstanding the foregoing, the pledge and prohibitions hereby granted shall be communicated, registered and inscribed in the Shareholders Registry of GeoPark Chile and GeoPark Colombia, by a Notary Public, in accordance with Article 23 of the Stock Corporations Law.

NINTH: Acceptance. The Collateral Agent, duly represented as indicated above in this document and on behalf of the Note Holders, hereby accepts the pledge and prohibition created by the GeoPark Agencia en Chile hereunder.

TENTH: Delivery of stock certificates. GeoPark Agencia en Chile delivers to the Collateral Agent in this act, the original stock certificates evidencing the Shares. The Collateral Agent, duly represented as indicated above in this instrument, represents to receive the certificates to its entire satisfaction, and undertakes, in its turn, to keep and return them to GeoPark Agencia en Chile once the Obligations are fully paid, and may at its sole discretion, return the certificates at any time prior the complete fulfilment of the Obligations. The Collateral Agent will be responsible up to gross negligence or fraud in the custody of the certificates, and it is no entitled to receive any payment for such custody. GeoPark Agencia en Chile shall not, under any circumstances, request the return of the delivered certificates, until the pledge hereby furnished is release in accordance with clause thirteenth of this instrument. In case of acquisition of Future Shares, GeoPark Agencia en Chile undertakes the obligation to notify the Collateral Agent, within a 10 business day term as from such

acquisition, of said acquisition  and to deliver to the Collateral Agent, with the above mentioned term, the original stock certificates evidencing the relevant Future Shares. The Collateral Agent such keep under its custody the certificates delivered to it in the terms herein described for the custody of the certificates of the Shares, and shall be subject to the same obligations and liabilities and entitled to the same right above referred.

ELEVENTH: Additional Obligations of GeoPark Agencia en Chile. To the extent the Obligations have not been fully discharged, GeoPark Agencia en Chile shall /i/ defend the Pledged Shares of third party actions, /ii/ deliver the Collateral Agent all resources that may come or be payable pursuant to any sale, transfer, redemption, seizure or disposition of the Pledged Shares, all the above in accordance with the terms of, and to the extent permitted by, the Indenture and this document, and /iii/ shall subscribe all documents and perform all actions that are necessary or that the Collateral Agent may reasonably request to register and enforce this pledge.

TWELFTH: Execution of the Pledge. The pledge furnished hereunder shall be immediately enforceable by the Collateral Agent, on behalf of the Note Holders, as provided by the Indenture and the Note, as soon as an Event of Default occurs, which results in the immediate enforcement of each and all the Obligations, as if they were immediately due and payable. The Collateral Agent may immediately demand payment of the Obligations in case any GeoPark Agencia en Chile does not timely and properly comply with the obligations provided herein.

THIRTEENTH: Conditions for the Release and Cancellation. GeoPark Agencia en Chile shall not claim the termination of the pledge and prohibition, in whole or in part, until full extintion of the Obligations, except to the extent the release and cancellation is permitted by the Indeture under other circumstances, in which case Geopark Agencia en Chile may request it only and specifically under the terms of the Indenture. The release and cancellation shall be at the expense of GeoPark Agencia en Chile.

FOURTEENTH: Power to the bearer. The bearer of an authorized copy of this deed is empowered to request the pertinent registrations and annotations with the relevant registrars.

FIFTEENTH: Expenses. The expenses, taxes, if any, notarial and registration fees as well as disbursements of any kind related to the perfection of this pledge and prohibitions, those arising under any supplemental instruments of public record deemed necessary to clarify, correct or introduce additions to this instruments and those pertaining to the cancellations or redemptions thereof shall be borne exclusively by GeoPark Agencia en Chile.

SIXTEENTH: Other guarantees. It is expressly stated that the pledge and prohibitions established hereunder are notwithstanding any other collateral or prohibition furnished by the GeoPark Agencia en Chile and/or third parties to secure the Obligations.

SEVENTEENTH: Indivisibility. It is hereby evidenced that the obligations that GeoPark Agencia en Chile has assumed hereunder are indivisible.

EIGHTEENTH: Sufficient Title. GeoPark Agencia en Chile represents and warrants in favour of the Note Holders, that a true and certified copy of this instrument, together with the Notes, constitutes fair and sufficient title to bring and continue any action deemed necessary by law in connection with the Obligations. The provisions hereof shall under no circumstances be deemed as a limitation to the rights of the Note Holders under the Indenture, the Notes or this instrument, or under the law or as a modification, replacement or limitation to the rights of the Note Holders or the Collateral Agent under the Indenture or the Notes.

NINETEENTH: Successors and Assignees. GeoPark Agencia en Chile represents that this pledge agreement and the powers-of-attorney granted hereby as well as the exercise of the rights arising hereunder and thereunder are not subject to any taxes or charges for stamp tax or comparable taxes or charges and consequently the Collateral Agent has unrestricted access to exercise its rights under no limitation whatsoever. Likewise, GeoPark Agencia en Chile represents that the pledge and prohibition furnished hereby shall be for the benefit of and the rights created thereby may be exercised by the Collateral Agent and its successors or assignees. Said successors or assignees and those who legally or voluntarily subrogate for such rights shall have the same rights and benefits against GeoPark Agencia en Chile as granted hereunder to the Collateral Agent.

TWENTIETH: Obligations in Foreign Currency. Proof is hereby rendered that each and all obligations under the Indenture, and the Notes, which payment has been agreed in foreign currency shall be understood as extinguished only up to the amount by which such currency in free convertible and available foreign currency has been received, or, were the payment made in another currency, just up to the amount with which such currency allows to purchase the foreign currency with which payment had been made due to convention or law, the business day following that one in which said money has been received.

TWENTY-FIRST: Taxes. GeoPark Agencia en Chile states that the pledge contained herein is not subject to any taxes and agrees to pay all taxes that may be payable in the future in connection with this agreement or the Pledged Shares.

TWENTY-SECOND: Nullity and Ineffectiveness. If, for any reason, one or more provisions hereof are held to be void or unenforceable in whole or in part, said holding shall not affect the effectiveness of the remaining provisions hereof or of the Indenture and the Notes, or any of the other documents related thereto, as provided by law.

TWENTY-THIRD: Lack of Modifications and Novation. The provisions hereby shall not be considered under any circumstance as a modification or limitation of the rights of the Collateral Agent, the Note Holders or GeoPark Agencia en Chile by virtue of law, the Indenture and the Notes, or by virtue of any other instrument subscribed in relation with the foregoing, nor shall be considered a novation under any circumstances.

TWENTY-FOURTH: Domicile and Jurisdiction. For all legal purposes arising hereunder, GeoPark Agencia en Chile sets its domicile in the city and borough of Santiago and submits to the competent jurisdiction of the courts of law sitting in said borough.

TWENTY-FIFTH: Applicable Law. The pledge and prohibition hereby granted are governed by Chilean law.

TWENTY-SIXTH: Power to Rectify. The appearing parties hereby confer an irrevocable special power of attorney upon Mr. Bernardo Simián Soza and Juan Cristóbal Schmidt Canessa, so that any one of them acting together with any one of Mr. Diego Peralta, Pablo Iacobelli, Salvador Valdés, Felipe Moro, Patricia Silberman and Fernando Noriega, may draft any text necessary to rectify this public deed and fulfill the full registration of the pledge granted, being empowered to sign all public or private instruments that may be required.

TWENTY-SEVENTH: Headings. The denominations given by the parties to the different provisions in this contract have been set only as reference and to make reading easier, without them affecting the meaning or scope in which the clause as a whole may differ in connection with such a denomination.

TWENTY-EIGHTH: Collateral Agent Protections.  The Collateral Agent shall act hereunder in accordance with the terms and conditions of the Indenture. Any and all actions the Collateral Agent takes or omits to take hereunder shall be covered by the indemnity provisions of the Indenture and Collateral Agent shall have the protections, immunities, rights, indemnities and benefits conferred on it under the Indenture which shall be deemed to be incorporated by reference herein.

LEGAL CAPACITIES. The legal capacity of Mr. Pedro Enrique Aylwin Chiorrini to act on behalf of GeoPark Latin America Limited Agencia en Chile is evidenced in the power of attorney granted on August 8, 2002, in Hamilton, Bermuda, which power of attorney was duly legalized and registered in the notarial records of the Notary Public of Santiago Mrs. Antonieta Mendoza Escalas on September 10, 2002, record No. 6,037/2002, ratified and complemented by means of power of attorney granted on June 1, 2007 in Hamilton, Bermuda, which power of attorney was duly legalized and registered in the notarial records of the Notary Public of Santiago Mrs. Antonieta Mendoza Escalas on June 26, 2007, record No. 5,877/2007. The legal capacity of Mr. Pedro Enrique Aylwin Chiorrini to act on behalf of GeoPark Chile S.A. is evidenced in the public deed dated May 13, 2011, granted before the Notary Public of Santiago Mr. Andrés Rubio Flores. The legal capacity of Mr. Pedro Enrique Aylwin Chiorrini to act on behalf of GeoPark Colombia S.A. is evidenced in the public deed dated December 5, 2012, granted before the Notary Public of Santiago Mr. Andrés Rubio Flores. The legal capacity of Mr. Fernando Noriega Potocnjak to act on behalf of Deutsche Bank Trust Company Americas is evidenced in the special power of attorney  granted in the city of New York, United States of America, which, duly legalized, was register under the notary public´s protocol on February 8, 2013, under the number 1658/2013 before the Notary Public of Santiago Mr. Jose Musalem Saffie. The aforementioned legal capacities are not included in this instrument since they are known both to the Parties and the authorising Notary Public. IN WITNESS WHEREOF and following a reading of these presents, the parties appearing set their hands hereunto. NOTARIAL Certification: The Notary Public of Santiago, that authorizes this public deed, attest hereto that the public deed was granted in accordance and compliance of the legal dispositions of the law No. 18.181 dated on October 27, 1982, and is totally excepted of stamp taxes in accordance and compliance of the legal dispositions of the law No 17.990, published on the Official Gazette No. 30.995 on May 4, 1981. Also attest  that this public deed has been duly recorded in the National Notarial Protocol  on this date. As a proof, and prior lecture, the appearing sign. A copy was provided. I attest.

/s/ Pedro Enrique Aylwin Chiorrini

Pedro Enrique Aylwin Chiorrini

on behalf of

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE

on behalf of

GEOPARK CHILE S.A.

on behalf of

GEOPARK COLOMBIA SA..

/s/ Fernando Noriega Potocnjak

Fernando Noriega Potocnjak

on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

EX-4.4

Exhibit 4.4

RECORD No. 839/2013

PLEDGE WITHOUT CONVEYANCE OVER CREDITS

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE

TO

DEUTSCHE BANK TRUST COMPANY AMERICAS

KNOW ALL PERSONS BY THESE PRESENTS, that, in Santiago, Chile, this February 11, 2013 before me, Enrique Mira Gazmuri, Notary Public Alternate of the Titular of the 29th Notarial Office in and for Santiago, domiciled in this city at 225 Mac-Iver, office 302, Santiago, personally appeared:

Mr. Pedro Enrique Aylwin Chiorrini, Chilean, married, lawyer, identity card No. 8,303,420-3, domiciled at 179 Nuestra Señora de los Ángeles, borough of Las Condes, Santiago, on behalf of, as shall be evidenced, GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE, Taxpayer Identification No. 59,105,330-2, Chilean agency from GeoPark Latin America Limited, foreign company incorporated and existing under the laws of Bermuda, for this purposes with the same domicile as its representative, hereinafter “GeoPark  Agencia en Chile”

Mr. Pedro Enrique Aylwin Chiorrini, already individualized, on behalf of, as shall be evidenced, GEOPARK FELL SpA, Taxpayer Id. No. 76,129,094-0, a company limited by shares incorporated and existing under the laws of the Republic of Chile, and for this purposes with the same domicile as its representative, hereinafter “GeoPark Fell”;

Mr. Pedro Enrique Aylwin Chiorrini, already individualized, on behalf of, as shall be evidenced, GEOPARK LLAMOS S.A.S., a simplified corporation incorporated and existing under the laws of the Republic of Colombia, Taxpayer Id. No. 900509623-1, and for this purposes with the same domicile as its representative, hereinafter “GeoPark Llanos”;

and Mr. Fernando Noriega Potocnjak, Chilean, single, lawyer, identity card No. 15.384.237-K, domiciled at Isidora Goyenechea 2800, 43TH floor, Las Condes, Santiago, on behalf of, as shall be evidenced, Deutsche Bank Trust Company Americas, a company incorporated and existing under the laws of United States of America, domiciled at 60 Wall Street, New York, New York, 10005, United States of America, and for this purposes with the same domicile as its representative, acting in its capacity as representative of the Note Holders /as defined below/, hereinafter the “Collateral Agent”, the appearing parties being of legal age and having evidenced their identities with the aforementioned personal documents, hereby set forth as follows:

FIRST: Background.

One/ Indenture. By means of a English-language private instrument, dated February 11, 2013, and subject to the laws of the State of New York, United States of America, GeoPark Agencia en Chile and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, and others, entered into a indenture /the “Indenture”/, pursuant which the issuance of senior secured notes was agreed /the “Notes”/ denominated in United States Dollars /”Dollars”/, for up to a total principal amount of 300,000,000 Dollars, a copy of which is registered on this date with the appearing Notary Public, record number 833/2013, and is deemed an integral part of the present instrument for all legal purposes. The capacity of Deutsche Bank Trust Company Americas as Trustee and Collateral Agent is evidenced in the Indenture, which also establishes its rights, obligations and duties. The Indenture also provides that the Collateral Agent acts on behalf of the holders of the Notes /that is, the initial purchasers of the Bonds and each subsequent holder of the notes, hereinafter the “Note Holders”/, for all legal and contractual purposes arising from the Indenture, among which are the acceptance on any collateral that may be granted to ensure the compliance of the obligations that represent the Notes and those contained in the Indenture, as established in number Five of this clause First.

Two. Characteristic of the issuance. /i/ Denomination. The Notes will be issued in minimum denomination of 200,000 Dollars and, in excess of such amount, in integral multiples of 1,000 Dollars.

/ii/ Interest. The amounts owed by GeoPark Agencia en Chile pursuant the Notes will bear interest at the rate set forth below, commencing on February 11, 2013, and payable every six months at February 11, and August 11 of each year, commencing on August 11, 2013.

/iii/ Interest Rate. The applicable interest rate will be 7.50 per annum, on the basis of a 360-day year

of twelve 30-days months.

/iv/ Interest Payment. Accrued interest shall be paid by GeoPark Agencia en Chile on each February 11 and August 11, commencing on August 11, 2013. In case such day is holiday, accrued interest shall be paid the next succeeding Business Day /that is a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, New York or Santiago, Chile/.

/v/ Maturity Date of the Notes. The Notes will mature on February 11, 2020. The Indenture establishes the conditions, terms, dates and costs under which GeoPark Agencia en Chile may early redeem the Notes.

/vi/ Place of Payment. The Notes shall be paid at the domicile of the institution or institutions appointed by GeoPark Agencia en Chile as its paying agent, hereinafter the “Paying Agent”. In the Indenture, GeoPark Agencia en Chile appointed Deutsche Bank Trust Company Americas as Paying Agent, and Deutsche Bank Luxembourg S.A., as European Paying Agent.

/vii/ Currency. All payment by GeoPark Agencia en Chile pursuant the Indenture shall be made in Dollars of the United States of America.

/viii/ Taxes. All payments made by GeoPark Agencia en Chile pursuant the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any present or futures taxes, duties, assessments or governmental charges /”Taxes”/ of whatever nature imposed, levied, collected or withheld or assessed by or within Chile or Bermuda, unless such withholding or deduction is required by law or by the administrative interpretation of the authority thereof. In the event of any such withholding or deduction of Taxes, GeoPark Agencia en Chile will pay to the Note Holders such additional amounts (“Additional Amounts”) as will result in the receipt by each holder of the net amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction. Notwithstanding the foregoing, no such Additional Amounts will be payable in the circumstances detailed in Section 4.22 of the Indenture.

/ix/ Events of Default. The occurrence of any of the Events of Default /as defined in Section 6.01 of the Indenture/ constitutes an event of default with respect of the Notes. Under the occurrence of an

Event of Default, subject to the fulfillment of the provisions of Section 6.02 of the Indenture, the Notes will become immediately due and payable.

Three. Obligations. All obligations owing by GeoPark Agencia en Chile under the Bonds and any other document related to or in connection with the Bonds, including, but not limited, to the Indenture or the present instrument, and any extension, amendment or supplement of any of the above mentioned documents, and any other instrument GeoPark Agencia en Chile has executed or accepted, or might execute or accept in the future in order to evidence those obligations, present or future, matured or not, at any time owing by GeoPark Agencia en Chile to the Note Holders, shall hereinafter be referred to as an “Obligation” and, collectively the “Obligations”.

Four. Collateral Agent. It is hereby stated that the Collateral Agent has been appointed on behalf of the [Note Holders] under the [Indenture] as their collateral agent and attorney, with sufficient authority to represent them on the performance of the rights and actions that the Note Holders may have pursuant to applicable law in connection to guarantees related to the Indenture or the Notes, and under any other document evidencing the Obligations. GeoPark Agencia en Chile and the other appearing parties, by means of this document, expressly accept, as provided in article 18 of Law No. 20,190, and acknowledges as sufficient the appointment of the Collateral Agent as collateral agent pursuant to the [Indenture] and the mandate granted by means of the [Indenture].

SECOND: Acknowledgment of Debt. One. Pursuant to public deed dated February [11], 2013, granted in the Notary Public of Santiago Mr. Raúl Undurraga Laso, record No. 834/2013, GeoPark Fell SpA acknowledged to owe to GeoPark Agencia en Chile the principal amount of 138,179,611.11 Dollars, /the “Credit Fell”/, according to the information referred to in the public deed /the “Acknowledgment GeoPark Fell”/. On the other hand, pursuant to public deeds dated on the same date and before the same Notary Public stated above February, 2013, granted on the same date and before the same Notary Public, record No. 835/2013 and 836/2013, GeoPark Llanos acknowledged to owe to GeoPark Agencia en Chile the principal amount of 37,500,000 Dollars, and 412,106.35 Dollars, respectively /the “Credit Llanos”/, according to the information referred to in the public deeds /the “Acknowledgment GeoPark Llanos”/, hereinafter together the Credit Fell and the Credit Llanos the “Credits Fell and Llanos”. Two. Credits. Pursuant to the information described in number One above, GeoPark Agencia en Chile holds the Credits Fell and Llanos against the companies GeoPark Fell and GeoPark Llanos, respectively.

THIRD: Pledge without Conveyance over Credits. In order to secure complete, actual and timely performance of each and all of the Obligations, GeoPark Agencia en Chile creates to the benefit of the Note Holders, represented by the Collateral Agent, a first priority pledge without conveyance over the Credits Fell and Llanos according to article 14 of Law number 20,190, hereinafter the “Pledge

without Conveyance Law”, and over all the credits that the GeoPark Agencia en Chile may acquire for whichever cause in the future against GeoPark Fell and GeoPark Llanos, documented in any form up to a maximum amount equivalent to the Obligations, whether they are due by GeoPark Fell or GeoPark Llanos,  as established in article 9th of the Pledge without Conveyance Law, hereinafter also the “Future Credits”, and together with the Credits Fell and Llanos, the “Pledged Credits”. The right in rem over the Future Credits will be acquired once the Future Credits exist, and shall be deemed to exist the right in rem from the date of registration of this instrument in the Pledge without Conveyance Registry. The parties agree that the pledge hereby furnished is intended to secure the Note Holders, represented by the Collateral Agent, the full, effective and timely compliance of each and all the Obligations, as well as any other sum owed thereunder, including but not limited to, taxes, rights, obligations, retentions, fees, remunerations, charges, expenses, damage compensations, cost increases, financial charges, expenses and any other amount, as well as term extensions, renewals that might be agreed upon regarding the Obligations, legal fees and collection costs, if any; and in general to secure full, effective and timely compliance of each and all the Obligations. It is stated that to comply with the provision of article seventh of the Pledge without Conveyance Law, the titles which contain the Credits Fell and Llanos, respectively, are registered on this date with the appearing Notary Public, under record No. 835/2013 and 836/2013, and are deemed an integral part of the present instrument for all legal purposes. Likewise, and for purposes of the pledge hereby granted over the Future Credits, GeoPark Agencia en Chile shall periodically notify in writing to the Collateral Agent of the acquisition of any Future Credit, within a 10 business day term as from the date of acquisition, and shall deliver to the Collateral Agent, within the same term, the titles evidencing the relevant Future Credits, which titles shall be registered with the public registries of the intervening notary, or its successor, or if the intervening notary or its successor ceases to exist, with the public registries of the first notary public of Santiago, and in all cases, a annotation of such registration shall be made in this instrument.

FOURTH: Prohibition. GeoPark Agencia en Chile hereby undertakes (i) not to sell, contribute or in any other way dispose, in whole or in part, the Pledged Credits, except as permitted by the Indenture, (ii) not to encumber, in whole or in part, the Pledged Credits, except for the creation of the Permitted Collateral Liens, as defined in the Indenture, and (iii) except as permitted under the Indenture, not to execute any act or contract whatsoever over, or to modify, in whole or in part, the Pledged Credits, all of the above without the previous written authorization of the Collateral Agent.

FIFTH: Title. GeoPark Agencia en Chile represents and warrants that it holds the Credits Fell and Llanos as the sole and exclusive owner, that the Credits Fell and Llanos have been legally acquired and they do not affect legitimate rights of third parties, and that they are free of any encumbrances, liens, litigation, prohibitions to sell or encumber, and other restrictions, seizures, preliminary injunctions, enforcement actions or pledges of any kind, except for the ones herein granted.

Likewise, it represents that the Credits Fell and Llanos are not subject to sale promises, options, conditional sales or any other act or contract to transfer the property of the Pledged Credits or grant them as collateral for other obligations, or other impediments that affect their free disposal or the creation of this pledge. Likewise, GeoPark Agencia en Chile states that there is no impediment, both to the Credits Fell and Llanos as to itself, to grant this pledge and prohibition. Finally, GeoPark Agencia en Chile undertakes to ensure and respond for the fact that the Future Credits will be at the date of their acquisition free of all kind of encumbrances, preliminary injunctions, or any other act or contract to grant them as collateral for other obligations, and that there will be no encumbrance that may impede, lock, delay or reduce the free disposal of the Future Credits, except for the Permitted Collateral Liens..       

SIXTH: Registration. The pledge and prohibitions hereby granted shall be registered in the Pledge without Conveyance Registry, at GeoPark Agencia en Chile’ cost, pursuant to article 24 of the Pledge without Conveyance Law.

SEVENTH: Delivery. GeoPark Agencia en Chile delivers to the Collateral Agent in this act, titles evidencing the Credits Fell and Llanos, constituted by authorized copies of the Acknowledgment GeoPark Fell and the Acknowledgment GeoPark Llanos. The Collateral Agent, duly represented as indicated above in this instrument, represents to receive the titles to its entire satisfaction. 

EIGHTH: Acceptance. The Collateral Agent, duly represented as indicated above in this document and on behalf of the Note Holders, hereby accepts the pledge and prohibition created by the GeoPark Agencia en Chile hereunder, and acquired the in pledge rem right. The Collateral Agent shall have in respect of GeoPark Agencia en Chile and third parties, the benefits, privileges and preferences the law established in favor of the pledgees.

NINTH: Exercise of rights. To the extent that GeoPark Agencia en Chile has performed full, effective and timely each and all of the Obligations, GeoPark Agencia en Chile shall keep the complete exercise of the rights that it has as legitimate holder of the Credits GeoPark Fell and GeoPark Llanos, including the right to collect and receive the interests arising from the Credits Fells and Llanos, that GeoPark Fell and GeoPark Llanos may pay pursuant the relevant acknowledgments of debt. Upon the occurrence and continuity of an Event of Default /[as defined in the Indenture]/, the Collateral Agent, prior written notice delivered to GeoPark Fell and GeoPark Llanos through a Notary Public or judicially, as established in article seventh of the Pledge without Conveyance Law, and as of the date of such notice, not being necessary to evidence to third parties the relevant Event of Default, shall be entitled to exercise all rights that GeoPark Agencia en Chile is legally entitled to pursuant to Pledged Credits, including the right to collect and receive the interests, and GeoPark

Fell and GeoPark Llanos will be banned to pay the Pledged Credits, and any interest accrued or to be accrued therefrom, in hands different from the Collateral Agent. The sums received shall be applied by the Collateral Agent for payment of the Obligations, as provided in the Indenture.

TENTH: Notification and acceptance. According to article seventh of the Pledge without Conveyance Law, as of the date the notice established in clause Ninth above is given, the Collateral Agent hereby bans GeoPark Fell and GeoPark Llanos to pay, in whole or in part, the Pledged Credits or the interests accrued or to be accrued, in hands different from the Collateral Agent. Present herein, Mr. Pedro Enrique Aylwin Chiorrini, individualized at the hearing, on behalf of GeoPark Fell y GeoPark Llanos, and its capacity as duly authorized representative to be notified on behalf of the aforementioned companies, hereby represents that GeoPark Fell and GeoPark Llanos have been duly served of the pledge hereby granted, and in consequence, unconditionally, irrevocably and without reserves they accept the obligation to pay the Pledged Credits to the Collateral Agent,  as of the date of the aforementioned notice is given, pursuant to the rules established herein and article seventh of the Pledge without Conveyance Law. 

ELEVENTH: Additional Obligations of GeoPark Agencia en Chile. To the extend the Obligations have not been fully discharged, GeoPark Agencia en Chile shall /i/ defend the Credits Fell and Llanos of third party actions, /ii/ deliver the Collateral Agent all resources and amounts that may come or be payable pursuant to any sale, transfer, redemption, seizure or disposition of the Credits Fell and Llanos, except for those are authorized to collect under this instrument, /iii/ shall subscribe all documents and perform all actions that are necessary or that the Collateral Agent may reasonably request to register and enforce this pledge, and /iv/ will full and timely pay any tax, contribution or charge that is established or that may be established in the future in connection with the ownership, use, enjoyment or any other circumstance concerning the Pledged Credits.

TWELFTH: Conditions for the Release and Cancellation. GeoPark Agencia en Chile shall not claim the termination of the pledge and prohibition, in whole or in part, until full extintion of the Obligations, except to the extent the release and cancellation is permitted by the Indeture under other circumstances, in which case GeoPark Agencia en Chile may request it only and specifically under the terms of the Indenture. The release and cancellation shall be at the expense of GeoPark Agencia en Chile.

THIRTEENTH: Power to the bearer. The bearer of an authorized copy of this deed is empowered to request the pertinent registrations and annotations with the relevant registrars.

FOURTEENTH: Expenses. The expenses, taxes, if any, notarial and registration fees as well as

disbursements of any kind related to the perfection of this pledge and prohibitions, those arising under any supplemental instruments of public record deemed necessary to clarify, correct or introduce additions to this instruments and those pertaining to the cancellations or redemptions thereof shall be borne exclusively by GeoPark Agencia en Chile.

FIFTEENTH: Other guarantees. It is expressly stated that the pledge and prohibitions established hereunder are notwithstanding any other collateral or prohibition furnished by the GeoPark Agencia en Chile and/or third parties to secure the Obligations.

SIXTEENTH: Indivisibility. It is hereby evidenced that the obligations that GeoPark Agencia en Chile has assumed hereunder are indivisible.

SEVENTEENTH: Sufficient Title. GeoPark Agencia en Chile represents and warrants in favour of the Note Holders, that a true and certified copy of this instrument, together with the Notes, constitutes fair and sufficient title to bring and continue any action deemed necessary by law in connection with the Obligations. The provisions hereof shall under no circumstances be deemed as a limitation to the rights of the Note Holders under the Indenture, the Notes or this instrument, or under the law or as a modification, replacement or limitation to the rights of the Note Holders or the Collateral Agent under the Indenture or the Notes.

EIGHTEENTH: Successors and Assignees. GeoPark Agencia en Chile represents that this pledge agreement and the powers-of-attorney granted hereby as well as the exercise of the rights arising hereunder and thereunder are not subject to any taxes or charges for stamp tax or comparable taxes or charges and consequently the Collateral Agent has unrestricted access to exercise its rights under no limitation whatsoever. Likewise, GeoPark Agencia en Chile represents that the pledge and prohibition furnished hereby shall be for the benefit of and the rights created thereby may be exercised by the Collateral Agent and its successors or assignees. Said successors or assignees and those who legally or voluntarily subrogate for such rights shall have the same rights and benefits against GeoPark Agencia en Chile as granted hereunder to the Collateral Agent.

NINETEENTH: Obligations in Foreign Currency. Proof is hereby rendered that each and all obligations under the Indenture and the Notes, which payment has been agreed in foreign currency shall be understood as extinguished only up to the amount by which such currency in free convertible and available foreign currency has been received, or, were the payment made in another currency, just up to the amount with which such currency allows to purchase the foreign currency with which payment had been made due to convention or law, the business day following that one in which said money has been received.

TWENTIETH: Taxes. GeoPark Agencia en Chile states that the pledge contained herein is not subject to any taxes and agrees to pay all taxes that may be payable in the future in connection with this agreement or the Pledged Credits.

TWENTY-FIRST: Nullity and Ineffectiveness. If, for any reason, one or more provisions hereof are held to be void or unenforceable in whole or in part, said holding shall not affect the effectiveness of the remaining provisions hereof or of the Indenture and the Notes, or any of the other documents related thereto, as provided by law.

TWENTY-SECOND: Lack of Modifications and Novation. The provisions hereby shall not be considered under any circumstance as a modification or limitation of the rights of the Collateral Agent, the Note Holders or GeoPark Agencia en Chile by virtue of law, the Indenture and the Notes, or by virtue of any other instrument subscribed in relation with the foregoing, nor shall be considered a novation under any circumstances.

TWENTY-THIRD: Domicile and Jurisdiction. For all legal purposes arising hereunder, GeoPark Agencia en Chile sets its domicile in the city and borough of Santiago and submits to the competent jurisdiction of the courts of law sitting in said borough.

TWENTY-FOURTH: Applicable Law. The pledge and prohibition hereby granted are governed by Chilean law.

TWENTY-FIFTH: Power to Rectify. The appearing parties hereby confer an irrevocable special power of attorney upon Mr. Bernardo Simián Soza and Mr. Juan Cristóbal Schmidt Canessa, so that any one of them acting together with any one of Mr. Diego Peralta, Pablo Iacobelli, Salvador Valdés, Felipe Moro, Patricia Silberman and Fernando Noriega, may draft any text necessary to rectify this public deed and fulfill the full registration of the pledge granted, being empowered to sign all public or private instruments that may be required.

TWENTY-SIXTH: Headings. The denominations given by the parties to the different provisions in this contract have been set only as reference and to make reading easier, without them affecting the meaning or scope in which the clause as a whole may differ in connection with such a denomination.

TWENTY-SEVENTH: Collateral Agent Protections.  The Collateral Agent shall act hereunder in accordance with the terms and conditions of the Indenture. Any and all actions the Collateral Agent takes or omits to take hereunder shall be covered by the indemnity provisions of the Indenture and Collateral Agent shall have the protections, immunities, rights, indemnities and benefits conferred on it under the Indenture which shall be deemed to be incorporated by reference herein. 

LEGAL CAPACITIES. The legal capacity of Mr. Pedro Aylwin Chiorrini to act on behalf of GeoPark Latin America Limited Agencia en Chile is evidenced in the power of attorney granted on August 8, 2002, in Hamilton, Bermuda, which power of attorney was duly legalized and registered in the notarial records of the Notary Public of Santiago Mrs. Antonieta Mendoza Escalas on September 10, 2002, record No. 6,037/2002, ratified and complemented by means of power of attorney granted on June 1, 2007 in Hamilton, Bermuda, which power of attorney was duly legalized and registered in the notarial records of the Notary Public of Santiago Mrs. Antonieta Mendoza Escalas on June 26, 2007, record No. 5,877/2007. The legal capacity of Mr. Pedro Enrique Aylwin Chiorrini to act on behalf of Geopark Fell SpA is evidenced in the public deed dated May 20, 2011, granted before the Notary Public of Santiago Mr. Andrés Rubio Flores. The legal capacity of Mr. Pedro Enrique Aylwin Chiorrini to act on behalf of Geopark Llanos S.A.S. is evidenced in the special power of attorney  granted before the Notary Public Mrs Adriana Cuellar, and legalized before the Chilean Consulate in Bogotá on February 6, 2013. The legal capacity of Mr. Fernando Noriega Potocnjak to act on behalf of Deutsche Bank Trust Company Americas is evidenced in the special power of attorney  granted in the city of New York, United States of America, which, duly legalized, was register under the notary public´s protocol on February 8, 2013, under the number 1658/2013 before the Notary Public of Santiago Mr. Jose Musalem Saffie. The aforementioned legal capacities are not included in this instrument since they are known both to the Parties and the authorising Notary Public. IN WITNESS WHEREOF and following a reading of these presents, the parties appearing set their hands hereunto. A copy was provided. I attest.

/s/ Pedro Enrique Aylwin Chiorrini

Pedro Enrique Aylwin Chiorrini

on behalf of

GEOPARK LATIN AMERICA LIMITED AGENCIA EN CHILE

/s/ Pedro Enrique Aylwin Chiorrini

Pedro Enrique Aylwin Chiorrini

on behalf of

GEOPARK FELL SpA

/s/ Pedro Enrique Aylwin Chiorrini

Pedro Enrique Aylwin Chiorrini

on behalf of

GEOPARK LLANOS SAS

/s/ Fernando Noriega Potocnjak

Fernando Noriega Potocnjak

on behalf of

DEUTSCHE BANK TRUST COMPANY AMERICAS

EX-5.1

Exhibit 5.1

CUMBERLAND HOUSE

9TH FLOOR

1 VICTORIA STREET

HAMILTON HM 11

BERMUDA

T: (441) 295-4630

F: (441) 292-7880

WWW.CHW.COM

[           ] 2013

GeoPark Limited

9th Floor

Cumberland House

1 Victoria Street

Hamilton HM 11

Bermuda

Dear Sirs,

Re: GeoPark Limited (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”) pursuant to which the Company is registering, under the Securities Act of 1933 (as amended), common shares of par value US$0[  ] each in the capital of the Company to be issued pursuant to the Prospectus constituting part of the Registration Statement, as described therein (the “Shares”).

For the purposes of giving this opinion we have examined and relied upon the documents listed (and defined) in the Schedule to this opinion and made such enquiries as to questions of Bermuda law as we have deemed necessary in order to render the opinions set forth below.

Assumptions

We have assumed (without making any investigation thereof):

(a)the genuineness and authenticity of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

(b)that each of the documents that was received by electronic means is complete, intact and in conformity with the transmission as sent;

(c)the accuracy and completeness of all factual representations (save for facts that are the subject of our opinions herein) made in the Registration Statement and other documents reviewed by us, and that such representations have not since such review been materially altered; and

(d)that, save as referred to herein, there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.

Reservations

(a)We do not purport to be qualified to pass upon, and express no opinion herein as to, the laws of any jurisdiction other than those of Bermuda.  This opinion is limited to Bermuda law and is given on the basis of the current law and practice in Bermuda.  We are rendering this opinion as of the time that the Registration Statement becomes effective.

(b)We express no opinion as to the validity, binding effect or enforceability of any provision incorporated into the Registration Statement by reference to a law other than that of Bermuda, or as to the availability in Bermuda of remedies that are available in other jurisdictions.

(c)“Non-assessability” is not a legal concept under Bermuda law.  Reference in this opinion to shares being “non-assessable” shall mean, in relation to fully-paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of shares, that no shareholder shall be (i) obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise and (ii) bound by an alteration of the memorandum of association or bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

Opinion

We have made such examination of the laws of Bermuda as currently applied by the courts of Bermuda as in our judgement is necessary for the purpose of this opinion.  Based upon and subject to the assumptions and qualifications set out in this opinion, we are of the opinion that the Shares will, upon payment for and delivery of the Shares as contemplated by the Registration Statement, be duly authorised and validly issued, fully paid and non assessable.

Disclosure

This opinion is addressed to you in connection with the preparation and filing of the Registration Statement with the Securities and Exchange Commission and the issue of the Shares as described in the Registration Statement and is not to be relied upon in respect of any other matter.  We understand that the Company wishes to file this opinion as an exhibit to the Registration Statement and we hereby consent thereto.

This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly set forth herein.

Yours faithfully,

COX HALLETT WILKINSON LIMITED

Schedule

1.Copies of the certificate of incorporation, the memorandum of association and bye-laws of the Company certified by the secretary of the Company on          2013 (collectively referred to as the “Constitutional Documents”).

2.Copies of resolutions of the board of directors of the Company passed at a meeting held  on          2013 (the “Resolutions”).

3.A certificate dated           2013 from the [title of officer] of the Company confirming that the Resolutions remain in full force and effect, have not been rescinded (either in whole or in part) and accurately record the resolutions passed by the board of directors of the Company.

EX-8.1

Exhibit 8.1

Cumberland House

9th Floor

1 Victoria Street

p.o. box hm 1561

hamilton hm fx

bermuda

telephone: (441) 295-4630

fax: (441) 292-7880

website: www.chw.com

GeoPark Limited

Cumberland House. 9th Floor

1 Victoria Street

Hamilton HM 11

Bermuda

Dear Sirs,

Re:  GeoPark Limited (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”) pursuant to which the Company is registering, under the Securities Act of 1933 (as amended), common shares of par value US$[    ] each in the capital of the Company to be issued pursuant to the Prospectus constituting part of the Registration Statement, as described therein (the “Shares”).

This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

(i)      the Registration Statement; and

(ii)     a draft of the prospectus (the “Prospectus”) contained in the Registration Statement.

We have also reviewed and relied upon (1) the memorandum of association and the bye-laws of the Company adopted by a resolution passed by the shareholders of the Company on [        ] 2013 and (2) a copy of a tax assurance given under the hand of the Registrar of Companies for the Minister of Finance on 13th February, 2013 and in effect until 31st  March 2035, and (3) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (i) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (ii) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement and other documents reviewed by us; and (iii) that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

On the basis of and subject to the foregoing, we are of the opinion that the statements relating to certain Bermuda Islands tax matters set forth under the caption “Material taxation considerations —Material Bermuda Tax Considerations” in the Prospectus are true and accurate based on current law and practice at the date of this letter and that such statements constitute our opinion.

We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement and further consent to the use of our opinions under the caption “Material Taxation Considerations” in the prospectus forming a part of the Registration Statement.  We also consent to the reference to our firm under the captions “Material Taxation Considerations” and “Risk Factors” and “Legal Matters” in the prospectus forming a part of the Registration Statement.  In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

COX HALLETT WILKINSON LIMITED

2

EX-10.1

Exhibit 10.1

RECORD No. 3.974/2005

AMENDMENT AND RESTATED

SPECIAL OPERATION CONTRACT FOR THE EXPLORATION

AND EXPLOITATION OF HYDROCARBON FIELDS

FELL BLOCK AREA

TWELFTH REGION OF MAGALLANES AND CHILEAN ANTACTICA
TERRITORY

GOVERNMENT OF CHILE

AND

GEOPARK CHILE LIMITED

In the city of Santiago, Republic of Chile, on this seventeenth day of May two thousand and five, before me, FERNANDO ALZATE CLARO, lawyer, deputy notary public to ANTONIETA MENDOZA ESCALAS, Lawyer and Notary Public in charge of the Sixteenth Notary Office and Mines Custody Department of Santiago, domiciled at San Sebastián two thousand seven hundred and fifty, Las Condes, Santiago, appear: Mr. ALFONSO DULANTO RENCORET, Chilean, married, industrial civil engineer, holder of

1

identity card number four million four hundred sixty-four thousand eight hundred and sixty-one hyphen K, acting in his capacity as MINISTER OF MINING, whose appointment is evidenced under Decree number cero nine issued by the Ministry of Internal Affairs on the seventh day of January, two thousand and two (the appointment is not transcribed herein since it is known by the parties) and appears on behalf of the GOVERNMENT OF CHILE (hereinafter, the “Government”), both domiciled at Teatinos one hundred and twenty, ninth floor, Santiago, and GEOPARK CHILE LIMITED (hereinafter, “GEOPARK”), an entity of private ownership organized and existing under the laws of Bermudas, domiciled at Milner House, eighteen Parliament Street, Hamilton, Bermuda, represented hereupon by Mr. PEDRO ENRIQUE AYLWIN CHIORRINI, Chilean, married, lawyer, holder of identity card number eight million three hundred three thousand four hundred and twenty hyphen three, domiciled in this city at Avenida Isidora Goyenechea three thousand one hundred and sixty-two, office eight hundred and one, Las Condes, and EMPRESA NACIONAL DEL PETROLEO, an state owned entity, hereinafter, “ENAP” represented hereupon by Mr. ENRIQUE DAVILA ALVEAL, Chilean, married, economist, holder of identity card number five million twenty-two thousand eight hundred and twenty hyphen three, both domiciled in Santiago, at Vitacura two thousand six hundred thirty-six, tenth floor, Las Condes, Santiago, hereinafter jointly as “the Contractor” or “the Contractors”. The Government and Contractors are sometimes jointly referred to as the “Parties” and individually as the “Party”; all appearing parties are of legal age, show proof of identity on the basis of the above-mentioned documents, and further state: Recitals: ONE) According to the requirements, terms and conditions set forth in Executive Order number five issued on the ninth day of January, one thousand nine hundred and ninety-seven by the Ministry of Mining, published in the Official Gazette number thirty-five thousand seven hundred and fifteen on the thirteenth day of March, one thousand nine hundred and ninety-seven, the Government of Chile and Contractor, formed by the ENAP partners and Cordex Petroleums, Inc., entered into a Special Contract for the Exploration and Exploitation of Hydrocarbon Fields, Fell Block Area, Twelfth Region of Magallanes and Chilean Antarctica Territory (hereinafter, the “Special Operation Contract” or the “Contract” or the “CEOP Fell Block”) under notarized document granted before the Notary Public of Santiago, Mr. José Musalem Saffie, on the twenty-ninth of April, one

2

thousand nine hundred and ninety-seven. The Contract was later clarified and complemented under notarized document issued on the second day of July, one thousand nine hundred and ninety-seven before Mr. Martín Vásquez Cordero, Deputy Notary Public of the Notary Office in charge of Mr. José Musalem Saffie. The above-mentioned contract, together with the stated clarifications and amendments, was approved by Resolution number ten issued on the fourteenth day of July, one thousand nine hundred and ninety-seven, by the Ministry of Mining, and became effective on August, one thousand nine hundred and ninety-seven under the provisions of Article One, subsection One.Sixteen of the Contract, as evidenced in the notice sent by regular Official Letter number three hundred and eighty-five of the same date. TWO) According to the authorization given by the Ministry of Mining, Contractor’s Partner, Cordex Petroleums Inc., assigned in favor of Gener S.A. all its rights on the Contract, as evidenced under the notarized Ratification issued on the eighteenth day of August, one thousand nine hundred and ninety-seven by Gener S.A. and ENAP before Mr. Alberto Herman Montauban, Deputy Notary Public of the Notary Office in charge of Mr. Humberto Santelices Narducci, entitled “Notarized Declaration and Acceptance of Obligations under the Special Operation Contract for the Exploration and Exploitation of Hydrocarbon Fields — Fell Block Area - Twelfth Region of Magallanes and Chilean Antarctica Territory”. According to this assignment, the interest held by Gener S.A. and ENAP in the referred to contract, was distributed in fifty-five per cent to Gener S.A. and forty-five per cent to ENAP, keeping the latter its capacity as the Contract Operator. THREE) Afterwards, on the twelfth day of June, two thousand and two, Gener S.A. assigned in favor of GEOPARK all its rights on the contract identified in clause One above, as evidenced under the document “Assignment of Rights under the Special Operation Contract for the Exploration and Exploitation of Hydrocarbon Fields of the Fell Block/SPOC/ and the Joint Operation Contract /JOA/.” ENAP’s consent, as Contractor’s Partner, was given under letter number one thousand six hundred and twenty-one issued on the twenty-second day of August, two thousand and two, and under letter number one thousand seven hundred and eighty-three, issued on the thirtieth day of August, two thousand and two. Under this assignment, GEOPARK and ENAP’s interest in the referred to contract was distributed in forty-five per cent to ENAP and fifty-five per cent to GEOPARK. The above-mentioned assignment was authorized by the Ministry of Mining

3

under official letters number four hundred and thirty-six, four hundred and thirty-seven and four hundred and thirty-eight, all of them issued on the twenty-fourth day of September, two thousand and two, and addressed to ENAP, AES Gener S.A. and GEOPARK, respectively. The stated assignment of rights was executed under notarized document issued on the fifth day of November, two thousand and two, by Gener S.A., ENAP and GEOPARK, before the Notary Public of Santiago, Mrs. Antonieta Mendoza Escalas, entitled “Declaration and Acceptance of Obligations under the Special Operation Contract for the Exploration and Exploitation of Hydrocarbon Fields — Fell Block Area — Twelfth Region of Magallanes and Chilean Antarctica Territory”. FOUR) The Special Operation Contract indicated in the previous clause was modified as follows: a) extension of the term of the Second Exploration Period from one and a half Contractual Year to two Contractual Years; b) extension of the term of the Third Exploration Period from one Contractual Year to three and a half Contractual Years. FIVE) On the twenty-third day of April, two thousand and four ENAP and GEOPARK requested from the Ministry a modification to the Contract related to the “Contract Area”; “Contractual Terms”; “Work Schedule and Commitment of Guaranteed Reimbursement”; “Guarantees”; “Area Restitutions”; and “Contractor’s Compensation per Field”. SIX) The Ministry of Mining, by means of regular Official Letter number three hundred and thirty-eight issued on the thirtieth day of June, two thousand and four informed Contractor its decision to accept the proposal regarding the modification of the Special Operation Contract - Fell Block Area - with remarks. SEVEN) Due to the remarks stated by the Ministry of Mining in regular Official Letter number three hundred and thirty-eight issued on the thirtieth day of June, two thousand and four, dated twenty-first of July of two thousand and four, ENAP and GEOPARK submitted to the Ministry of Mining a counterproposal regarding Guarantees, Area Restitutions and Contractor’s Compensation per Field in response to said Official Letter. EIGHT)  The Ministry of Mining by means of regular Official Letter number four hundred and eighty-one issued on the twenty-fifth day of August, two thousand and four informed Contractor that after having analyzed the records and the counterproposal submitted in response to the Official Letter of said Ministry, deems it fair to accept the modifications suggested by Contractor of the Special Operation Contract - Fell Block Area - in the terms described in the abovementioned Official Letter. Therefore, it authorizes to proceed with said

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modifications in the legal documents governing the Special Operation Contract - Fell Block Area. NINE) The President of the Republic, by means of Executive Order number sixty-two issued on the twenty-sixth day of August, two thousand and four by the Ministry of Mining and published in the Official Gazette on the thirteen day of January, two thousand and five, whose text is included in ANNEX ONE hereof, has modified certain requirements, terms and conditions to which the Special Operation Contract must be subject accepting Contactors’ submission dated twenty-third of April of the year two thousand and four whose text is included in ANNEX TWO hereof. Before the pronouncement of said Executive Order, the National Committee for Energy by means of regular Official Letter number eight hundred and twelve issued on the sixteenth day of June, two thousand and four, and regular Official Letter number one thousand seventeen issued on the sixteenth day of August, two thousand and four, issued a favorable report regarding the modification of the Special Contract whose texts are attached hereto as ANNEX THREE and ANNEX FOUR. The Department of Frontiers and Boundaries of the State by means of regular Official Letter number one thousand one hundred and five issued on the twenty-second day of July, two thousand and four, stated that no remarks were made regarding the modifications suggested whose text is included in ANNEX FIVE hereof. In Accordance with said Executive Order, the National Oil Company, ENAP and GEOPARK CHILE LIMITED are recognized as the current Parties associated to the GOVERNMENT OF CHILE in the Special Operation Contract - Fell Block Area; the Contract Area is modified; the term of the Exploration Stage is extended to fourteen years from the Contract Effective Date; Contractors’ Compensation is modified; and notwithstanding the fact of observing the terms, requirements and conditions of the Contract, the preparation of a consolidated text of the Contract is ordered. This text shall include all the stipulations necessary and leading to ensure the true and appropriate performance of the Contract and the entire harmony and concordance of all the clauses and commitments with those terms, conditions or requirements which were modified by said Order. TEN) Contractor has completely fulfilled - and to the Chilean Government’s full satisfaction — all the works committed and the obligations derived from this Contract until the Third Exploration Period including among others the obligations related to the area restitution in relation to the Original Area and the guarantees to comply with the faithful performance of the

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exploratory works. Besides, it is hereby stated that there are no pending debts of whichever nature between the Government of Chile and Contractor until the end of the Third Exploration Period. ELEVEN) Considering all the modifications made to the Special Operation Contract up to date and taking into account that section three of Executive Order number sixty-two issued on the twenty-sixth day of August, two thousand and four by the Ministry of Mining sets forth that it is necessary to prepare a consolidated text of the Contract including all the stipulations necessary and leading to ensure the true and appropriate performance of the Contract and the entire harmony and concordance of all the clauses and commitments with those terms, conditions or requirements which were modified by said Order, the Parties agree to have a consolidated text of the Special Operation Contract - Fell Block Area - in order to show the changes indicated above and which text is the following:

ONE. ARTICLE ONE. DEFINITIONS. The following terms used in this Contract shall have the meaning ascribed below: One.One. Complementary Activities. All activities required for the proper performance of Oil Operations including, but not limited to construction of camps, offices, warehouses, telephone or telegraphic lines, docks, wharfs, landing fields and similar works. One.Two. Evaluation Activities. All Exploration Operations carried out by Contractor in the vicinity of a Hydrocarbon Discovery to appraise the total area and importance of the discovery including, but not limited to extension or appraisal wells, detailed seismic lines; geological, geochemical, gravimetric and magnetic studies; interpretation of well logs, formation tests and other data obtained from the drilling of said wells. One.Three. Calendar Year. A period of twelve consecutive months commencing on January the first (included) and ending on December the thirty-first (included). One.Four. Contractual Year. A period of three hundred and sixty-five days or three hundred and sixty-six calendar days —in case of a leap year— from the Effective Date. One.Five. Contract Area. The Area modified by Executive Order Number Sixty-two issued by the Ministry of Mining on the twenty-sixth day of August, two thousand and four, the drawing, surface and coordinates of which are attached to this Contract as ANNEX SIX, or the part of it kept by Contractor after each area restitution as referred to in Article Five. One.Six. Original Contract Area. The area under the Contract before any reduction, as described and delimited in Article Three of Executive Order Number Five, issued by the

6

Ministry of Mining on the ninth day of January, one thousand nine hundred and ninety-seven, the drawing, surface and coordinates of which are attached to this Contract as ANNEX SEVEN. One.Seven. Field Exploitation Area. The territorial area of each Commercially Exploitable Field, which limits, as established by the Coordination Committee, will match the extension determined by the vertical projection of the corresponding water-Hydrocarbon contact, or by other economic limiting factor of the subsoil accumulation plus a Protection Halation. If the economic limit of an accumulation is not due to the water-Hydrocarbon contact but the thinness or disappearance of the retaining rock, the limit of the Exploitation Area, as established by the Coordination Committee, shall be the vertical projection on surface of a line registering that condition, plus a Protection Halation. One.Eight. Oil Barrel. It means a measurement unit or amount for oil and oil products equal to zero point one million five hundred and eighty-nine thousand eight hundred and seventy-three cubic meters at a temperature of sixty degrees Fahrenheit. One.Nine. Coordination Committee. The Committee stated in Article Ten. One.Ten. Contractor. GEOPARK CHILE LIMITED — GEOPARK, having an interest of one hundred per cent, and its legal successors or authorized assignees. Each of these persons may be referred to as Contractor’s Partner. One.Eleven. Hydrocarbon Discovery. Discovery of a Hydrocarbon accumulation during a Test Boring drilling. One.Twelve. Area Restitution. Reductions of the Contract Area as referred to in Article Five. One.Thirteen. Decree-Law One Thousand Eighty-nine. Decree-Law number one thousand eighty-nine dated nineteen seventy-five, as amended as of the Effective Date. One.Fourteen. Measurement Station. Facility or facilities located at or close to each Field Exploitation Area to measure the total production of Oil and/or Gas of that area, in order to determine the Oil and/or Gas Monthly Average Production per Day of that Field Exploitation Area. One.Fifteen. Discovery Date. This is the date when drilling equipment stops working in a Test Boring that has lead to a Hydrocarbon Discovery. One.Sixteen. Effective Date. The date when the Minister of Mining notifies Contractor that the resolution approving this Contract has been fully filed; that is, August twenty-five, one thousand nine hundred and ninety-seven. The terms and conditions of this Contract shall be applicable as from this date. One.Seventeen. Contract Date. The date when the notarized document of this Contract is signed. One.Eighteen. Force Majeure. The events beyond

7

the control of any of the Parties that prevent any of them from performing the obligations or meeting the conditions set forth in this Contract in whole or in part including, but not limited to Acts of God, earthquakes, storms, fire, strikes and/or labor disturbances, floods, laws, regulations or orders issued by any government or governmental agents or entities having, at any time, de facto or de jure control on any of the Parties or on the Contract Area, acts of war or conditions attributable to a war, whether declared or not, riots, civil disorders and any other events that cannot be anticipated nor avoided by the Parties, similar to or different from those stated herein. One.Nineteen. Gas or Natural Gas or Gaseous Hydrocarbons. Hydrocarbons which, under normal pressure and temperature conditions at the sea level, are in gaseous state in the place where the measurement is taken. The definition includes “non-associated gas” coming from a reservoir without or with little amount of Liquid Hydrocarbons, as well as the “associated gas” coming from the gas cap of a reservoir of Liquid Hydrocarbons or produced by mixing them. One.Twenty. Marketable Gas. The Gas produced and recovered as referred to in Clause Seven.Two.One. One.Twenty-one. Protection Halation. The Protection Halation is an integral part of the Field Exploitation Area and it represents the area delimited by the projection of the economic limit of accumulation in surface, and a parallel line circumscribing it at a distance of five kilometers. One.Twenty-two. Hydrocarbons. Organic substances composed of hydrogen and carbon. One.Twenty-three. Oil Terminal Facilities. Facilities located at the final exit point of the Oil Pipeline, in the Strait of Magellan (Estrecho de Magallanes) in a place to be agreed by the Parties through the Coordination Committee, to receive and prepare the Oil to be delivered to the Parties including, but not limited to equipment to take volumetric measurements, make temperature adjustments, determinations of sediment contents and other measurements, mooring for tank vessels, Oil loading and offloading equipment, storage tanks, security and control equipment for the terminal and navigation and port facilities. One.Twenty-four. Minister. The Minister of Mining. One.Twenty-five. Oil Pipeline. The main pipeline that carries the Oil to the Oil Terminal Facilities from a starting point located in or close to the Contract Area including, but not limited to measurement devices connected to the pipeline, minor pipelines, pumping stations, communication system, access and maintenance roads, and any other installation required and necessary for the uninterrupted and quick

8

transportation of Oil. Contractor may build one or more Oil Pipelines. One.Twenty-six. Exploration Operations. All works carried out by Contractor himself or by subcontractors to determine the existence of Hydrocarbons or to evaluate a Hydrocarbon Discovery within the Contract Area. Regardless of whether the works are carried out in Chile or abroad, they shall include, without any restriction, geological and geophysical research, studies and measurements, data processing and evaluation, and related technical activities, such as Test Borings, appraisal wells, tests, sampling, coring and logging of Test Borings and appraisal wells located within the Contract Area. The expression “Exploration Operations” wherever used in the Contract, shall be deemed to include the Complementary Activities defined in One.One. One.Twenty-seven. Exploitation Operations. All activities related to the development and exploitation of fields, and the production, transportation, storage and delivery of Hydrocarbons. These operations include, but not limited to wells drilling, tests and completion, facilities to separate Liquid from Gaseous Hydrocarbons, transportation of Hydrocarbons, piping systems and storage facilities, as well as operations involving Gas or water re-injection, all those related to this Contract. The expression “Exploitation Operations” wherever used in this Contract shall be deemed to include the Complementary Activities defined in One.One. One-Twenty-eight. Oil Operations. All Exploration and Exploitation Operations. One.Twenty-nine. Contractor’s Partner. Each of the Parties that jointly act as the Contractor. One.Thirty. Oil or Liquid Hydrocarbons. Those Hydrocarbons that, under normal pressure and temperature conditions at the sea level, are in liquid state in the place where the measurement is taken. This definition includes condensate consisting of Liquid Hydrocarbons obtained from separation by cooling Gas or by other means. One.Thirty-one. Pre-existing Wells. Oil and Natural Gas wells existing in the Contract Area as of the Contract Date and that may have marginal Hydrocarbon reserves that are not being exploited. One.Thirty-two. Maximum Efficient Production. The maximum sustained daily Oil or Gas production of a field that enables to reach an optimum development and final recovery of the field from the technical-financial point of view, according to practices internationally accepted in the oil industry. One.Thirty-three. Maximum Production per Well. The maximum daily production rate at which the Hydrocarbons of a certain well can be produced in an Oil and Gas field, according to practices internationally accepted in the oil industry. One.Thirty-four. Average Monthly

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Production per Day. The Oil or Gas volume resulting from dividing the total Oil or Gas production of a certain calendar month by the number of days of that month. One.Thirty-five. Production Start-up. Time at which the sustained production of Hydrocarbons of a field begins. One.Thirty-six. Point of Delivery, Control and Final Measurement of the Oil. The place located at the outlet of the Oil Terminal Facilities where the final measurements of produced, recovered and unused Oil in Oil Operations shall take place, and where the Parties shall take possession, assume the risks of loss, and separately dispose of the Oil to which they are entitled under this Contract. One.Thirty-seven. Point of Delivery, Control and Final Measurement of the Gas. The place where the equipment and the appropriate installations are located to take all volumetric measurements, make temperature and pressure fits, and other measurements to establish the net volume of the Marketable Gas produced in the Contract Area. One.Thirty-eight. Compensation. The compensation earned by Contractor according to the provisions of Article Eight. One.Thirty-nine. Collection System. The whole set of pipes, pumping stations, compressors, storage tanks, delivery systems, roads and other necessary and/or useful installations or any other means, including their design, equipment, construction and maintenance which are required to collect and transport the Oil to the inlet of the Oil Pipeline, in the case of Oil, and to the Point of Delivery, Control and Final Measurement of the Gas, in the case of Gas. One.Forty. Test Boring. A well drilled to find Hydrocarbons in geological features which were still not proven to be productive or in non-tested territories or in virgin areas unknown to be productive. However, any well drilled to evaluate a Hydrocarbon Discovery shall not be considered a Test Boring in order to perform the minimum drilling obligations set forth in this Contract. For the purposes of Articles Four.Two and Four.Three, the Test Boring shall be considered drilled once it has reached the economic base or a productive horizon or the programmed depth. However, a Test Boring shall also be considered drilled once adverse drilling conditions including, but not limited to an impenetrable zone, overpressure or excessive geothermal gradient, indicate that the drilling operations shall be completed in accordance with standards generally accepted in the international oil industry. In this case, Contractor shall obtain the authorization of the Coordination Committee to complete the drilling operations, and the Coordination Committee shall enter a decision within a period not to exceed forty-eight

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hours, after the request made by Contractor. If the Coordination Committee fails to enter a decision within the stated term, or no agreement is reached within the same period of time, Contractor may proceed according to Article Ten.Six. One.Forty-one. Commercially Exploitable Field. One or more natural accumulations of Hydrocarbons in the subsoil of the Contract Area in one or more individual geological features or in closely related features which, in the opinion of Contractor, may produce Oil or Gas in commercial quantities and that Contractor decides to put into production according to Article Four-Twelve. One.Forty-two. Standard Conditions. All Gas volumes are stated at a temperature of zero degrees Celsius and a pressure of one kilogram per absolute square centimeter.

TWO. ARTICLE TWO. CONTRACT SUBJECT MATTER. Two.One. Under this Contract, Contractor acquires an exclusive right to perform Exploration Operations in the Contract Area. If as a result of these operations, Contractor declares a Field to be commercially exploitable, Contractor shall be entitled to perform Exploitation Operations. Two.Two. Exploration and Exploitation Operations shall be performed by Contractor according to the terms and conditions set forth herein. Two.Three. Contractor shall assume the risks related to the Hydrocarbon exploration and shall contribute, at his own expense, with the necessary technology, capital, equipment, machinery and other investments required for the prospecting and exploration of the Contract Area and for the further development and production of fields discovered and declared by Contractor as commercially exploitable. Two.Four. Contractor shall start earning a Compensation for his services once the production of a Field Exploitation Area starts-up. Two.Five. Contractor’s Partners may appoint one of their number to act as the Operator with authority and exclusive right to perform Oil Operations. Contractor’s Partners may change the Operator from time to time, and declare that GEOPARK shall act as the Operator for all purposes of this Contract.

THREE. ARTICLE THREE. TERMS. Three.One. Notwithstanding the provisions of Article Thirteen.Three, this Contract shall be in force from the Effective Date and for an uninterrupted period of thirty-five years or while the Hydrocarbon (gas or oil) production lasts, whatever is first, unless it is terminated by any of the grounds set forth in Article Eighteen. Three.Two. This Contract shall comprise an exploration stage that involves an

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initial exploration stage and a complementary exploration stage. The exploration stage that corresponds to the period available for Contractor to perform the obligations set forth in Article Four herein shall not exceed fourteen contractual years from the Effective Date. In addition, this stage shall comprise an exploitation stage running from the end of the exploration stage, or a development stage of each Commercially Exploitable Field, if applicable, until the termination of this Contract. This Contract shall also include the Oil Operations referred to in Article Three.Five. Three.Three. The initial exploration stage of the Contract Area, which shall be valid for thirteen Contractual Years and nine months, shall commence on the Effective Date. In addition, this stage shall consist of: A First Exploration Period lasting one Contractual Year and Six Months; a Second Exploration Period lasting two Contractual Years; a Third Exploration Period lasting three Contractual Years and six months; a Forth Exploration Period lasting two Contractual Years and three months, and the Exploration Periods from Fifth to Seventh which shall last one Contractual Year and six months each. The complementary exploration stage, which shall be valid for one Contractual Year at the most, shall consist of the Eighth Exploration Period lasting one Contractual Year at the most. The complementary exploration stage shall end before the twenty-fifth of August, two thousand and eleven. At the end of each Exploration Period, Contractor may choose between completing the exploration stage and continuing with the next Exploration Period but, in all cases, Contractor shall complete the exploration works agreed for the Exploration Period in progress, according to Article Four. Contractor shall notify the Minister of his decision at least thirty days before the end of the Exploration Period in progress. Three.Four. Contractor shall be only authorized to proceed —from the initial exploration stage to the complementary exploration stage— if: (i) Undertakes to drill a new Test Boring in the complementary exploration stage. This condition shall be also valid if the test drilling was initiated in the initial exploration stage and is to be completed in the complementary stage; (ii) has drilled —during the initial exploration stage— a Discovering Test Boring and, at the Coordination Committee’s discretion, it is not possible to conveniently perform the Evaluation Activities in this stage. If Contractor is not authorized to continue with the complementary exploration stage due to Contractor’s failure to meet at least one of the above-mentioned conditions, the exploration stage shall terminate —if this has not occurred before— at the end of the Seventh Exploration Period of the initial

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exploration stage. Three.Five. If the exploration stage ends in accordance with Articles Three.Three or Three.Four above, Contractor shall have the right to keep the Contract but only for the area or areas referred to in Article Five.Five to carry out Oil Operations in that areas. Three.Six. The exploitation stage of each field shall start on the date Contractor declares it as a Commercially Exploitable Field and shall last until the termination of the Contract, according to Article Three.One.

FOUR. ARTICLE FOUR. EXPLORATION. Four.One. Contractor shall commence the Exploration Operations within six months following the Effective Date. Four.Two. Works committed during the initial exploration stage lasting thirteen Contractual Years and nine months. Four.Two.One. First Exploration Period: One Contractual Year and Six Months. During the First Exploration Period, Contractor shall perform the following exploration activities in the Contract Area: (i) Reprocess the existing seismic and aeromagnetic-related data; (ii) obtain and submit details of the wells and of the properties of the reservoirs, and set out the distributions of the reservoir features; (iii) integrate the properties of the reservoirs with the seismic process; and (iv) redesign all the data to identify prospecting and set out the parameters to obtain seismic-related information. During the performance of the works stated in this Article Four.Two.One from (i) to (iv), Contractor shall spend at least four hundred thousand United States Dollars or its equivalent in national currency. Four.Two.Two. Second Exploration Period lasting two Contractual Years. The works committed in the Second Exploration Period are as follows: (i) Recording of at least one hundred and fifty kilometers of new seismic lines; (ii) data processing using the geological parameters for amplitude methods versus distance -AVO- and inversion; (iii) interpretation and integration of the data and preparation of final maps; and (iv) economic evaluation of each regional geological feature. During the performance of the works stated in this Article Four.Two.Two from (i) to (iv), Contractor shall spend at least two million United States Dollars or its equivalent in national currency. Four.Two.Three. Third Exploration Period lasting three Contractual Years and Six Months. The works committed in the Third Exploration Period are as follows: (i) drill two Test Borings to test concepts; and (ii) analyze the results of the Test Borings, update the maps, and perform an economic reappraisal. During the performance of the works stated in this Article Four.Two.Three from (i) to (ii), Contractor shall spend at least three million United States Dollars or its

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equivalent in national currency. Four.Two.Four. Fourth Exploration Period: Two Contractual Years and Three Months. During the exploration program, Contractor shall perform —in the Contract Area— the activities detailed in ANNEX EIGHT of the Contract for this period. During the performance of the works stated in this Article Four.Two.Four, Contractor shall spend at least five hundred thousand United States Dollars or its equivalent in national currency. Four.Two.Five. Fifth Exploration Period: One Contractual Year and Six Months. During the exploration program, Contractor shall perform —in the Contract Area— the activities detailed in Annex Eight of the Contract for this period. During the performance of the works stated in this Article Four.Two.Five, Contractor shall spend at least five hundred thousand United States Dollars or its equivalent in national currency. Four.Two.Six. Sixth Exploration Period: One Contractual Year and Six Months. During the exploration program, Contractor shall perform —in the Contract Area— the activities detailed in Annex Eight of the Contract. During the performance of the works stated in this Article Four.Two.Six, Contractor shall spend at least one million United States Dollars or its equivalent in national currency. Four.Two.Seven. Seventh Exploration Period: One Contractual Year and Six Months. During the exploration program, Contractor shall perform —in the Contract Area— the activities detailed in Annex Eight of the Contract for this Period. During the performance of the works stated in this Article Four.Two.Seven, Contractor shall spend at least one million United States Dollars or its equivalent in national currency. Four.Three. Works committed in the complementary exploration stage lasting one Contractual Year at the most. Four.Three.One. Once Contractor has complied with the requirements stated in Article Three.Four, Contractor may continue with the complementary exploration stage to perform the Exploration Operations stated in this article. This decision shall be notified to the Minister at least thirty days before the date of termination of the Seventh Exploration Period. The minimum investment required for the performance of the works stated in this Article Four.Three.One, shall be negotiated with Contractor at this stage. Four.Four. The performance by Contractor of the works requested in any of the periods of the exploration stage stated in Articles Four.Two and Four.Three, shall discharge Contractor from the obligation to spend the minimum amount stated in those articles. Four.Five. If during one of the periods of the exploration stage, Contractor performs more works and/or activities than the minimum obligations requested by the

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Minister, the extra works and borings may be credited in the next periods of the exploration stage. However, in any case no more than three consecutive periods of the exploration stage shall pass without a Test Boring being made. Four.Six. For each Exploration Period, Contractor shall furnish the Government, through the Minister, with an irrevocable bank guarantee or letter of credit issued by a bank agreed upon by the Parties. This irrevocable guarantee or letter of credit shall be issued for the amount stipulated for each exploration period in United States Dollars or its equivalent in national currency, to guarantee the faithful and timely performance of the obligations set forth herein. Four.Six.One. For the First Exploration Period, the guarantee or letter of credit shall be issued in the amount of four hundred thousand United States Dollars or its equivalent in national currency, and shall be handed in to the Minister within the next sixty days from the Effective Date. Four.Six.Two. For the Second Exploration Period, the guarantee or letter of credit shall be issued in the amount of two million United States Dollars or its equivalent in national currency, and shall be handed in to the Minister within the next thirty days following the beginning of the Second Exploration Period. Four.Six.Three. For the Third Exploration Period, the guarantee or letter of credit shall be issued in the amount of two million United States Dollars or its equivalent in national currency, and shall be handed in to the Minister within the next thirty days following the beginning of the Third Exploration Period. Four.Six.Four. For the Fourth Exploration Period, the guarantee or letter of credit shall be issued in the amount of one hundred fifty thousand United States Dollars or its equivalent in national currency, and shall be handed in to the Minister within the next thirty days following the beginning of the Fourth Exploration Period. Four.Six.Five. For the Fifth Exploration Period, the guarantee or letter of credit shall be issued in the amount of one hundred fifty thousand United States Dollars or its equivalent in national currency, and shall be handed in to the Minister within the next thirty days following the beginning of the Fifth Exploration Period. Four.Six.Six. For the Sixth Exploration Period, the guarantee or letter of credit shall be issued in the amount of three hundred thousand United States Dollars or its equivalent in national currency, and shall be handed in to the Minister within the next thirty days following the beginning of the Sixth Exploration Period. Four.Six.Seven. For the Seventh Exploration Period, the guarantee or letter of credit shall be issued in the amount of three hundred thousand United States Dollars or its equivalent in

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national currency, and shall be handed in to the Minister within the next thirty days following the beginning of the Seventh Exploration Period. Four.Six.Eight. The stated amounts shall be reduced where applicable, in the same amount as the expenses made by Contractor before the beginning of a period of the exploration stage, due to works involved in that period. Four.Six.Nine. If the same Contractor’s Partners have another special operation contract entered into for exploration and exploitation of hydrocarbon fields with guarantees still in force for the Exploration Operations of that contract, the Minister may approve, at the request of Contractor, the replacement of the above-mentioned bank guarantee or letter of credit with another type of guarantee including, but not limited to promissory notes issued by the head offices of Contractor’s Partners. Four.Seven. If Contractor decides to continue with the complementary exploration stage and exercises the power set forth in Article Three.Four, the bank guarantee or letter of credit to be furnished by Contractor shall be issued in an amount equivalent to thirty per cent of the minimum investment agreed, in United States Dollars or its equivalent in national currency. The bank guarantee or letter of credit shall be handed in to the Minister within the next thirty days following the beginning of the Eighth Exploration Period. Four.Eight. The amount of the bank guarantee or letter of credit may be reduced every three months based on the works performed by Contractor, who shall provide evidence showing that such works were effectively done within that period of time. Each reduction shall be made by means of a joint letter from Contractor and the Minister to the corresponding financial institution. The evidence includes, without restriction, reports and information handed in to the Minister according to Article Seventeen and Contractor’s accounting records of the joint operation. Four.Nine. Contractor shall furnish the Coordination Committee with the work schedules and the budget for the Exploration Operations to be performed in the Contract Area at least thirty days before the beginning of each period of the exploration stage. The Parties acknowledge that the work schedules may be modified from time to time to adjust them to the unexpected conditions that may arise, and nothing contained herein shall prevent Contractor from making the modifications, provided the general objectives of the schedule are not changed and the work schedules meet the minimum requirements set forth herein. Four.Ten. Contractor shall periodically inform the Coordination Committee in writing about the progress and results of the exploration works including, but not limited to

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Hydrocarbon Discovery, Evaluation Activities and other Exploration Activities and shall attach the corresponding records. Four.Eleven. If at least one Hydrocarbon Discovery has not been declared as a Commercially Exploitable Field, Contractor shall have a maximum of three years, in the case of Oil, and five years, in the case of Gas, to declare a Hydrocarbon Discovery as a Commercially Exploitable Field. From the date of the first declaration of a Commercially Exploitable Field, any other subsequent Hydrocarbon Discovery shall have a maximum of two years, in the case of Oil, and four years, in the case of Gas, from the Discovery Date to be declared a Commercially Exploitable Field. Four.Twelve. Within the corresponding term under Article Four.Eleven, Contractor shall inform the Ministry in writing of his decision to declare or not a Hydrocarbon Discovery as a Commercially Exploitable Field and shall include all the corresponding records. Should Contractor decide to declare a Hydrocarbon Discovery as a Commercially Exploitable Field, Contractor shall also include a preliminary schedule for the Exploration Operations for that field. If Contractor does not declare a Hydrocarbon Discovery as a Commercially Exploitable Field within the term stated in Article Four.Eleven, Contractor shall return an area pertaining to that Hydrocarbon Discovery to the Government. The area shall be established by the Coordination Committee in order to enforce the provisions set forth in Article Six.Seven.Three. FIVE. SECTION FIVE. AREA RESTITUTION. Five.One. In accordance with this Article, the Contract Area surface shall be reduced. Five.Two. At any time during the exploration stage, Contractor shall be entitled to voluntarily return any part of the Contract Area that Contractor may wish to the Government, by giving at least thirty-day written notice to the Minister. Contractor shall have no further rights or obligations in connection with the returned area from the date of restitution. Said voluntary area restitution, as well as any other area returned under Article Four.Twelve or Five.Seven, shall be allocated to the fraction of the Contract Area that Contractor is obliged to return in accordance with Article Five.Three. Five.Three. At the end of the Sixth Exploration Period and provided the exploration stage is still in force, Contractor shall select the area to be kept and shall return at least fifty per cent of the Contract Area to the Government. At least thirty days before the end of the Sixth Exploration Period, Contractor shall define and inform the Minister in writing of his decision to proceed with the next stage and the part or parts of the Contract Area Contractor has chosen to keep. The area to be returned by

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Contractor shall consist of surfaces of the appropriate size and shape to further perform Exploration Operations, at the Coordination Committee’s discretion. Notwithstanding the obligation to return the areas under this Article Five.Three, Contractor shall not be obliged to return Field Exploitation Areas or Commercially Exploitable Fields, including the Protection Halation surrounding these areas. At the end of the Seventh Exploration Period, and provided the exploration stage is still in force, Contractor shall return fifty per cent of the remaining Contract Area, or the total remaining Contract Area if Contractor has not informed the Ministry of Mining in charge of Field Exploitation Areas or Commercially Exploitable Fields of his decision to continue with the complementary exploration stage. Five.Four. Notwithstanding the foregoing, Contractor may return the total Contract Area at the end of the Seventh Exploration Period, if Contractor has submitted a new exploration program including the whole Contract Area, at the full satisfaction of the Ministry of Mining, six months before the expiration of the Sixth Exploration Period. Five.Five. At the completion of the exploration stage and, in order to carry out Oil Operations, Contractor shall only keep the Field Exploitation Areas with regards to which the correction term stated in Article Six.Three has expired, and a provisional protection area up to one hundred square kilometers, which shall be established by the Coordination Committee at the request of Contractor on the basis of the technical information available by then for each of the following: (i) Commercially Exploitable Fields which have been put into Production at least one year before the termination date of the Exploration Stage; (ii) Fields declared as Commercially Exploitable Fields that have not been put into Production; and (iii) Hydrocarbon Discoveries which terms to declare them as Commercially Exploitable Fields in the final Field Exploitation Area of each field under Article Six.Three have not expired. Contractor shall return all the corresponding surfaces not included in said areas to the Government, unless the Government and Contractor agree on additional Oil Operations for the above-mentioned surfaces with their corresponding work commitments. Five.Six. When Contractor returns the Government the whole Contract Area that, in accordance with the previous article, does not constitute Field Exploitation Areas, Contractor shall be released from all future rights and obligations in connection with the returned area, except for those obligations corresponding to the Contractual Year in force at that time and, subject to the legal rules in force, Contractor shall freely dispose of and use the equipment, machineries

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and installations used in the Exploration Operations. Five.Seven. If at any time during the exploitation stage, Contractor decides to finally stop the exploitation of a particular field, Contractor shall give six-month written notice to the Minister to that effect. Contractor shall return the Field Exploitation Area pertaining to that field to the Government and the wells, equipment, machineries and materials directly and exclusively used in the exploitation of that field, which shall be free of charge according to Article Eighteen.Four. Accordingly, Contractor shall have no further rights or obligations in connection with that field.

SIX. ARTICLE SIX. EXPLOITATION. Six.One. Each Commercially Exploitable Field shall be subject to an exploitation stage and its duration shall be in accordance with clause Three.Six. Six.Two. From the time Contractor declares a Hydrocarbon Discovery as a Commercially Exploitable Field, Contractor shall commence the Exploitation Operations in that field within a reasonable period which shall be determined according to the practices and standards of the international oil industry. Six.Three. Each Commercially Exploitable Field shall have its Field Exploitation Area which shall be determined by the Coordination Committee at the request of Contractor on the basis of the existing information including, but not limited to information obtained from the Oil Operations. During one year from the beginning of the production in an Exploitation Area or Field, the Coordination Committee may correct the Field Exploitation Area originally established within the Contract Area, taking into account the new information on subsurface as well as the practices and standards of the international oil industry. Six.Four. The maximum terms for the Start-up of Commercially Exploitable Fields, counted from the date Contractor declares them as such, shall be as follows: Six.Four.One. For Oil: Three years for the first field and two years for fields declared later, as long as this last term does not require that the fields subsequently declared as commercial fields, start-up their production before the first field declared. Six.Four.Two. For Gas: Six years for the first field and four years for fields declared later, as long as this last term does not require that the fields subsequently declared as commercial fields, start-up their production before the first field declared. Six.Five. During the exploitation stage of each Commercially Exploitable Field, Contractor shall perform all the necessary operations for the field development and Production Start-up. These operations shall conform to the rules applied by the general oil industry in the exploitation of Hydrocarbon fields and by the principles accepted by the production and

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conservation engineering. The operations shall be performed in an efficient and economical manner, in accordance with the terms and conditions of this Contract and with the laws, regulations and decrees in force in Chile. Six.Five.One. If two Field Exploitation Areas related to different Special Operation Contracts are adjoined, both contractors may be authorized to develop their activities together. Six.Six. Contractor shall have the following rights and obligations in the performance of Exploitation Operations, in all cases without prejudice to the rights of third parties and the fully effectiveness and mandatory nature of the laws, rules and regulations in force. Six.Six.One. Exclusive right to perform Oil Operations and Complementary Activities for the development and exploitation of the Hydrocarbon Field(s) discovered. Six.Six.Two. The right to enter or leave the Contract Area and any other facility related to the Oil Operations, wherever it is located. Six.Six.Three. The right to use geological, geophysical, wells and production-related information, as well as information related to the Contract Area that the Government may have under its control and that could be useful for the Hydrocarbon exploration and exploitation in that area. The Government shall make its best endeavors to provide Contractor with the information of such a nature which may be in its possession or in possession of any other state owned-company or service. The information shall be subject to the provisions of Article Seventeen. Six.Six.Four. The right to hire subcontractors’ services to perform Oil Operations. Both Contractor and his subcontractors may bring to Chile their technical and professional staff and the equipment and materials they may deem necessary to perform the Oil Operations in a proper, economical and fast manner. Six.Six.Five. The right to build and operate the facilities for the recovery of liquid from the “associated gas” produced in the field. Six.Six.Six. The right to build and operate within the Contract Area pipes and other means of transportation of Gas and Oil, and the right to build and operate pipelines, terminals and other facilities out of the Contract Area, requested by Contractor to explore, produce and export Hydrocarbons. Six.Six.Seven. Contractor may re-inject Gas to increase the Liquid Hydrocarbons recovery or as a means to preserve the gas. Six.Six.Eight. Contractor may burn or vent Natural Gas with the written authorization of the Minister, except in case of emergency where no prior and written authorization shall be required. The authorization may be rejected due to well-founded reasons. Six.Six.Nine. Contractor shall furnish the Coordination Committee with a work schedule and a budget for

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all activities to be performed during the Calendar Year. Said schedule and budget shall be submitted at least ninety days before the beginning of each Calendar Year of the exploitation stage. Six.Six.Ten. Contractor shall provide at his own risk and expense the financing, equipment, materials and technical staff and assistance required to perform the Oil Operations under this Contract. Six.Six.Eleven. To avoid environmental contamination and preserve the hydrological resources, wildlife and other natural resources, Contractor shall comply with Law number nineteen thousand three hundred on Environmental General Basis and the Environmental Impact Evaluation System Regulations included in Executive Order number thirty issued by the Ministry, General Secretariat of the Presidency of the Republic in one thousand nine hundred and ninety-seven, as amended, and all other laws, rules and regulations in force and applicable to the environment, as stated in Article Fifteen.Three. Notwithstanding the foregoing, Contractor shall purchase insurance to guarantee payment of the pertinent compensations in case of environmental contamination or damage to third parties. Six.Six.Twelve. According to the practices accepted in the oil industry, Contractor shall periodically perform tests and controls to verify the following items as needed: (i) Pressure of the field bottom and accumulation -build up-, etc.; (ii) wells production indexes; (iii) physical and chemical properties of hydrocarbons produced; (iv) typical field parameters such as: water saturation, porosity, permeability and volume factors for Oil and Gas; (v) primary and secondary recovery efficiency; and (vi) original reserves and primary and secondary recoverable reserves of each field. Six.Six.Thirteen. Contractor shall propose the Coordination Committee the proper Maximum Efficient Production for each field under production. The production rate of any field shall not exceed the Maximum Efficient Production established for that field according to the regular practices applied in the oil industry. Six.Six.Fourteen. Contractor shall provide and operate all facilities to produce, transport, store and deliver Hydrocarbons. In this sense, Contractor’s responsibility shall be up to the Point of Delivery, Control and Final Measurement of the Oil or Gas. Six.Six.Fifteen. In order to transport, store and deliver the Oil, Contractor shall freely decide if the Oil produced in different Field Exploitation Areas and/or the Oil referred to in Article Seven.One.Five shall be mixed or kept separately. Six.Seven. The Government shall have the following rights and obligations: Six.Seven.One. The Government shall have the right to use all data related to the Contract Area submitted by

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Contractor under Article Seventeen.Four. During the validity term of this Contract, this information shall not be disclosed to third parties without Contractor’s consent, which shall not be unreasonably withheld. Once an area has been partially or fully returned by Contractor, the Government may freely use and disclose the technical information about that area to third parties. Six.Seven.Two. The Government, at its own account and risk, shall be entitled to appoint inspectors to verify that the Oil Operations performed by Contractor are carried out in accordance with this Contract. The inspectors shall not unduly prevent or delay the Oil Operations. Contractor shall guarantee these inspectors free access to all facilities and shall provide any piece of information related to the Oil Operations that they may reasonably request. Six.Seven.Three. Subject to Articles Four, Five and Six, if Contractor considers that a Hydrocarbon Discovery is not commercially exploitable or loses the right to exploit it due to any of the grounds stated in the Contract, the Government shall have the right to directly exploit that Hydrocarbon discovery at its own risk and expense, through its companies or third parties. Six.Seven.Four. At the request of Contractor and without prejudice to the rights of third parties, the Government shall grant —under the conditions set forth in the general legislation and pertinent regulations— the rights of way to its lands and the rights to use the water developments owned by the Government, as well as the necessary permits and licenses to perform Oil Operations.

SEVEN. ARTICLE SEVEN. HYDROCARBON MEASUREMENT, TRANSPORTATION AND DELIVERY. Seven.One. Oil. Seven.One.One. The Oil produced in each Field Exploitation Area shall be measured at the Measurement Station of the corresponding area and transported by Contractor to the Oil Terminal Facilities where the net production of the whole Contract Area shall be measured, including the Field Exploitation Areas under the conditions stated in Article Seven.One.Five. These measurements shall conform to the rules and methods accepted in the oil industry. The Oil Compensation shall be transferred to Contractor at the Point of Delivery, Control and Final Measurement of the Oil. Seven.One.Two. Contractor shall be responsible for the equipment, construction, maintenance and operation of the Collection System, Oil Pipeline and Oil terminal Facilities. These facilities shall comply with the safety and operation requirements applied in the oil industry. Seven.One.Three. Contractor shall be responsible for the Oil produced in the Contract Area and for the transportation of that Oil and the Oil

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referred to in Article Seven.One.Five, to the Point of Delivery, Control and Final Measurement of the Oil, where the Parties shall take their proportional parts of each Oil quality. These operations shall be carried out in accordance with the rules and methods accepted in the international oil industry. Seven.One.Four. The Oil to be delivered by Contractor to the Government at the Point of Delivery, Control and Final Measurement of the Oil, including the volume reacquired under Article Eight.One.Four, shall meet the commercial conditions of delivery, measured at that place, and shall be reduced to dry-dry conditions at sixty degrees Fahrenheit. The maximum limit of basic sediments and water shall be one per cent and the maximum limit of total salinity shall be one hundred grams per cubic meter expressed in sodium chloride, both limits corrected for a temperature of sixty degrees Fahrenheit. If the water or Oil salinity exceeds the stated limits, the Government shall not be obliged to receive it. The Oil that is not received by the Government due to said reason shall be treated once again by Contractor until the above-mentioned limits are reached. However, the Government may voluntarily desist from following the previous commercial conditions of delivery. In special cases, if Contractor is unable to reach the stated limits due to serious operative reasons approved by the Coordination Committee, the Government shall receive the Oil out of specifications up to a maximum of two hundred and forty hours in a Calendar Year. In these cases, the volume of Oil to be delivered by Contractor to the Government shall be increased to a volume which percentage shall be equal to the highest of the following values: (i) The one resulting from multiplying the percentage of basic sediments and water contained in the volumes delivered out of specifications by two; or (ii) the one resulting from dividing the total salinity contained in the volumes delivered out of specification by fifty. The quantity and quality of Oil to be delivered by Contractor to the Government at the Point of Delivery, Control and Final Measurement of the Oil shall be certified by a qualified inspector appointed by Contractor and accepted by the Minister. The certification shall be reasonably made as needed according to the practices generally accepted in the international oil industry. Seven.One.Five. If during the validity term of this Contract, the Government decides to produce Oil directly or through its companies or third parties in a Field Exploitation Area returned by Contractor under Article Five.Six, the Government or the third parties, as the case may be, shall operate the area and the part corresponding to the Collection System at

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its own cost and risk up to the point where the Oil of that area is mixed with the Oil coming from other Field Exploitation Areas which were not returned by Contractor. At that point of the Collection System, Contractor shall install a measurement device and transport the Oil produced by the Government or a third party, as the case may be, from the above-mentioned point to the Oil Terminal Facilities under the following conditions: (i) If the facilities have capacity available, the Government or a third party, as the case may be, shall pay the proportional part of the operational costs of the facilities used. This right shall be limited to a maximum equal to the average of the Monthly Average Production per Day of the Field Exploitation Area returned, calculated based on the previous five production years to the date when the area is returned. If there are not five previous production years, it shall be calculated based on the years of effective production. If at the time this right is to be exercised there is not enough capacity, the Government’s right shall be limited to the capacity effectively available at that time and it may subsequently use the capacities that become available up to the maximum limit stated above. This right shall be exercised for a maximum period of twenty years counted as from the date when the Field Exploitation Area is returned. This right shall forfeit if the Government or a third party, as the case may be, fails to exercise the right within the first five years from that date; (ii) if the facilities have no available capacity, the Government or a third party, as the case may be, may expand, at its own cost, the capacity of the facilities owned by Contractor by paying only the proportional part of the operational costs of the facilities used. Seven.One.Six. Before starting the Oil production and upon proposal made by Contractor, the Coordination Committee shall establish the procedures on the Oil-pick ups to which each Party is entitled, at the Point of Delivery, Control and Final Measurement of the Oil. Said procedures shall include, among others, the requirements for the oil tank-vessels loading, volumes, nominations, overstays and pick-ups of larger or smaller quantity than those agreed. The procedures shall be established before the first Oil delivery by Contractor at the Point of Delivery, Control and Final Measurement of the Oil. Seven.Two. Gas. Seven.Two.One. If Contractor considers that all or part of the Gas discovered in the Contract Area can be sold, the sale of the Gas shall be subject to a previous agreement of the Parties with regard to: (i) Place, within the Contract Area, where the Point of Delivery, Control and Final Measurement of the Gas shall be located; (ii) conditions of the Gas

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delivery and quality at the Point of Delivery, Control and Final Measurement of the Gas; and (iii) price of the Gas at the Point of Delivery, Control and Final Measurement of the Gas according to Article Nine.Four. Seven.Two.Two. After the Liquid Hydrocarbons are removed through regular separation in the field, the Marketable Gas produced and recovered in each Field Exploitation Area, shall be measured at the Measurement Station of the respective area according to the rules and methods accepted in the international Gas industry and it shall be transported by Contractor to the Point of Delivery, Control and Final Measurement of the Gas agreed upon by the Parties. Seven.Two.Three. Contractor shall be responsible for the Marketable Gas produced in the Contract Area and for the transportation of the Gas to the Point of Delivery, Control and Final Measurement of the Gas, where it shall be delivered to the Government. The quantity and quality of the Gas delivered by Contractor to the Government at the Point of Delivery, Control and Final Measurement of the Gas shall be certified by a qualified inspector appointed by Contractor and accepted by the Minister. The certification shall be issued with founded reasons and as reasonably needed in accordance with the practices generally accepted in the international Gas industry. Seven.Two.Four. Contractor shall be responsible for the construction, maintenance and operation equipment of the Marketable Gas Collection System. These facilities shall meet all safety and operation requirements applied in the international Gas industry. The construction and operation of any of the facilities beyond the Point of Delivery, Control and Final Measurement of the Gas, are not included within the scope of this Contract and shall be subject to the agreements that the Parties may reach. Seven.Two.Five. If Contractor considers that the processing and use of all or part of the Gas of a Field Exploitation Area is not commercially viable or there are founded technical reasons, Contractor may re-inject Gas as a part of the program for the operation of the reservoir. If Contractor requests authorization to burn or vent the Gas, the Government may take and use the Gas free of charge, and the collection costs of this Gas shall be borne by the Government at its own risk and expense. Seven.Two.Six. If during the validity term of this Contract, the Government decides to produce Gas directly or through its companies or third parties in a Field Exploitation Area returned by Contractor under Article Five.Six, the Government or the third parties, as the case may be, shall operate the area and the part corresponding to the Collection System at its own cost and risk up to the point where the

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Gas of the area is mixed with the Gas coming from other Field Exploitation Areas which were not returned by Contractor. At that point of the Collection System, Contractor shall install a measurement device and transport the Gas produced by the Government or a third party, as the case may be, from the above-mentioned point to the Point of Delivery, Control and Final Measurement of the Gas under the following conditions: (i) If the facilities have capacity available, the Government or a third party, as the case may be, shall pay the proportional part of the operational costs of the facilities used. This right shall be limited to a maximum equal to the average of the Monthly Average Production per Day of the Field Exploitation Area returned, calculated based on the previous five production years to the date when the area is returned. If at the time this right is to be exercised there is not enough capacity, the Government’s right shall be limited to the capacity effectively available at that time and it may subsequently use the capacities that become available up to the maximum limit stated above. This right shall be exercised for a maximum period of twenty years counted as from the date when the Field Exploitation Area is returned. This right shall forfeit if the Government or a third party, as the case may be, fails to exercise the right within the first five years from that date; (ii) if the facilities have no available capacity, the Government or a third party, as the case may be, may expand, at its own cost, the capacity of the facilities owned by Contractor by paying only the proportional part of the operational costs of the facilities used. Seven.Three. To help Contractor perform his obligations to transport the Oil and Gas under this Contract, the Government agrees to make its best endeavors to obtain access for Contractor to the available capacity in oil pipelines, gas pipelines, storage terminals and water collection and separation facilities owned by third parties or by the Government, at a reasonable and fair cost for all the parties involved.

ARTICLE EIGHT. CONTRACTOR’S COMPENSATION AND REACQUISITION OF OIL BY THE GOVERNMENT. Eight.One. Oil. Eight.One.One. The Government shall pay Contractor a monthly Compensation for the Oil. This compensation shall be equivalent to a percentage of the Oil production of the Contract Area, measured at the Point of Delivery, Control and Final Measurement of the Oil. Eight.One.Two. Contractor’s Compensation shall be calculated for each calendar month as follows: Rp equal to, open parenthesis, r. one plus r. two plus and so on up to r. n divided by Q. one plus Q. two plus and so on up to Q. n plus V, close parenthesis, multiplied by W and multiplied by N; where

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for each Field Exploitation Area -one, two, three and so on up to n- the corresponding r shall be calculated based on its corresponding Q, which shall be determined at the Measurement Station as follows: r shall be equal to zero point ninety-five multiplied by Q, if Q is smaller than five thousand bpd; r shall be equal to zero point ninety multiplied by Q, plus two hundred and fifty bpd, if Q is larger than or equal to five thousand and smaller than fifteen thousand bpd; r shall be equal to, zero point sixty-five multiplied by Q, plus four thousand bpd, if Q is larger than or equal to fifteen thousand and smaller than thirty thousand bpd; r shall be equal to, zero point fifty multiplied by Q, plus eight thousand five hundred bpd, if Q is larger than or equal to thirty thousand bpd. Being: Rp: Contractor’s monthly compensation in Oil Barrels.- r one, r two, and so on up to r n: Volume in bdp of each Field Exploitation Area of the Contract Area -one, two, three and so on up to n-, that is obtained from applying the above formula to determine r.- Q one, Q two, and so on up to Q n: Average Monthly Production per Day in bpd of each Field Exploitation Area of the Contract Area -one, two, three and so on up to n-, measured at the pertinent Measurement Station.- n: Number of Field Exploitation Areas of the Contract Area that are producing Liquid Hydrocarbons. N: Number of days of the month. W: Average Monthly Production per Day in bpd measured in the Oil Terminal Facilities, including both the Oil of the Contract Area and the Oil coming from the Field Exploitation Areas under the conditions stated in Article Seven.One.Five. V: Sum of the Average Monthly Productions per Day in bpd of the Field Exploitation Areas under the conditions stated in Article Seven.One.Five, measured at the points where the measurement devices referred to in said clause are installed. bpd: Oil Barrels per day. The formula described in Article Eight.One.Two is shown in figures in ANNEX TEN. Eight.One.Three. The Government, whether directly or through its companies, shall have the right to reacquire from Contractor’s Partners, excluding the companies controlled by the Government, the Oil received by Contractor’s Partners by way of Compensation. The Oil shall be reacquired at the Point of Delivery, Control and Final Measurement of the Oil and shall be paid in United States Dollars. Under no circumstances shall Contractor’s Partners, excluding the companies controlled by the Government, be required to supply Oil to be reacquired by the Government in excess of the amount received by said Partners by way of Compensation according to the terms and conditions of this Contract. Eight.One.Four. In order to meet the internal consumption

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demand of Chile, which is not satisfied with the total Oil that the Government and the companies controlled by the Government receive under the operations contracts in force, including the internal production of the companies controlled by the Government that is independently generated, the Government shall have the right to reacquire from the Compensation of Contractor’s Partners, excluding the companies controlled by the Government, at a price calculated according to Article Nine.One, the maximum amount of Oil that shall be determined for any Calendar Year as follows: WR is equal to R divided by TCR and the result of this multiplied by, open parenthesis, D minus TER, close parenthesis, if D is larger than TER; WR is equal to zero, if D is smaller than TER; WR is equal to R, if WR is larger than R. Being: R: Contractor Partners’ Compensation excluding the companies controlled by the Government. WR: Volume of Contractor Partners’ Compensation, excluding the companies controlled by the Government that can be reacquired by the Government. TCR: Sum of the Compensations of all contractors with contracts in force, excluding the companies controlled by the Government. D: Oil demand in Chile. TER: Sum of all Oil productions of all contractors, plus the internal production of the companies controlled by the Government that is independently generated, minus the sum of the Compensations of all contractors with contracts in force, excluding the companies controlled by the Government. The national consumption figures shall be obtained from projecting the corresponding figures to the last twelve months before the date of calculation. The internal production figures of the companies controlled by the Government and that of contractors with contracts in force, shall be obtained from the annual production forecasts submitted by those companies and contractors for the following year from the calculation date. Before the first of July of every Calendar Year, the Minister shall notify Contractor of the Oil volume he has determined, in accordance with the above-mentioned formula, and that shall be reacquired from his Compensation during the next Calendar Year. In case of disagreement in determining the volume, the procedure stated in Article Sixteen shall be followed. Eight.One.Five. All the Oil Compensation that the Government may wish to reacquire on the volumes established in the previous article shall be paid at a reasonable price to Contractor’s Partners, excluding the companies controlled by the Government. Eight.One.Six. Contractor’s Partners shall be entitled to freely receive and export all the Oil Compensation in excess of the volume reacquired under Articles

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Eight.One.Three, Eight.One.Four and Eight.One.Five, without need to obtain further governmental approvals and without being subject to the applicable export regulations. Eight.One.Seven. The Parties acknowledge that, in the calculation of Contractor’s Compensation under Article Eight.One.Two., it is implied that each Party shall assume his own pertinent portion for any reduction in the Oil volume that may occur between the field Measurement Station and the Point of Delivery, Control and Final Measurement of the Oil due evaporation, volumetric contraction adjustments, use in Oil Operations, fulfillment of the Oil delivery specifications set forth in Article Seven.One.Four or due to any other reason in accordance with the practices accepted by the standards and practices of the international oil industry, as well as the total Oil volume used before the field Measurement Station in Oil Operations required to produce Oil. However, Contractor shall be responsible for insuring the risk of Oil loss due to an accident in the Oil Pipeline, in the Collection System or in the Oil Terminal Facilities. Eight.One.Eight. The Parties acknowledge that, in the calculation of Contractor’s Compensation under Eight.One.Two and Eight.One.Seven, it is implied that the compensation shall not exceed ninety-five per cent and shall not be less than fifty per cent of the Oil production of the Contract Area measured at the Point of Delivery, Control and Final Measurement of the Oil, as stated in Table one included in Annex Ten. Such production shall be determined based on the production of every field. Eight.One.Nine. Contractor shall invoice to the purchasers of the Oil, together with his Compensation, the interest held by the Government in the Oil production. The proceeds of the sale to which the Government is entitled shall be returned to the government coffers in the same currency of the sale, within a term not to exceed five business days from the time when they were deposited in its current account. The application of the Value Added Tax levied on the sale of the total oil production shall be in accordance with the applicable legislation. Eight.Two. Gas. Eight.Two.One. The Government shall pay Contractor a monthly Compensation for the Marketable Gas. This compensation shall be equivalent to a percentage of the Marketable Gas production of the Contract Area, measured at the Point of Delivery, Control and Final Measurement of the Gas. Eight.Two.Two. Contractor’s Compensation shall be calculated for each calendar month as follows: Rg: is equal to, open parenthesis, r. one plus r. two plus and so on up to r. n, divided by Q. one plus Q. two plus and so on up to Q. n plus V, close parenthesis,

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multiplied by W and multiplied by N; where for each Field Exploitation Area -one, two, three, and so on up to n- the corresponding r shall be calculated based on its corresponding Q, which shall be determined at the Measurement Station as follows: r equal to zero point ninety-seven multiplied by Q, if Q is smaller than twenty-five thousand uspd divided by P; r equal to zero point ninety-five multiplied by Q, plus five hundred uspd divided by P, if Q is larger than or equal to twenty-five thousand uspd divided by P and smaller than fifty thousand uspd divided by P; r equal to zero point seventy-five multiplied by Q, plus ten thousand five hundred uspd divided by P, if Q is larger than or equal to fifty thousand uspd divided by P and smaller than one hundred thousand uspd divided by P; r equal to zero point sixty multiplied by Q, plus twenty-five thousand five hundred uspd divided by P, if Q is larger than or equal to one hundred thousand uspd divided by P. Being: Rg: Contractor’s monthly compensation in Standard cubic meters.- r one, r two, and so on up to r n: Marketable Gas Production in Standard cubic meters per day of each Field Exploitation Area of the Contract Area -one, two, three and so on up to n-, that is obtained from applying the above formula to determine r.- Q.one, Q.two, and so on up to Q.n: Marketable Gas Monthly Average Production per Day in Standard cubic meters of each Field Exploitation Area of the Contract Area -one, two, three and so on up to n-, according to the Marketable Gas volume measured at the pertinent Measurement Station.- n: Number of Field Exploitation Areas of the Contract Area that are producing Marketable Gas. P: Price of the Gas at the Point of Delivery, Control and Final Measurement of the Gas agreed by the Parties, expressed in United States Dollars per Standard cubic meter. If the gas price, as determined according to Article Seven.Two.One, is expressed in national currency, it shall be converted into United States Dollars, as stated in Article Eleven.Seven. N: Number of days of the month. W: Marketable Gas Monthly Average Production per Day in Standard cubic meters per day according to the volume of the Gas measured at the Point of Delivery, Control and Final Measurement of the Gas, including both the Gas of the Contract Area and the Gas coming from the Field Exploitation Areas under the conditions stated in Article Seven.Two.Six. V: Sum of the Marketable Gas Monthly Average Productions per Day in Standard cubic meters per day of the Field Exploitation Areas under the conditions stated in Article Seven.Two.Six, according to the volumes of Gas measured at the points where the measurement devices referred to in said clause are installed.- uspd: United States Dollars

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per day. The formula described in this Article Eight.Two.Two is shown in figures in Annex Ten. Eight.Two.Three. The Parties acknowledge that, in the calculation of Contractor’s Compensation under Article Eight.Two.Two., it is implied that each party shall assume his own pertinent portion for any reduction in the Gas volume that may occur between the field Measurement Station and the Point of Delivery, Control and Final Measurement of the Gas due volumetric contraction adjustments, use in Oil Operations, fulfillment of the Gas delivery specifications set forth in Article Seven.Two.Two or due to any other reason in accordance with the practices internationally accepted in the Gas industry, as well as the total Gas volume used before the field Measurement Station in Oil Operations required to produce Gas including, but not limited to Gas re-injection to keep the pressure, gas lift, pumping stations, production batteries, compressor and electricity generation stations for the Oil Operations. However, Contractor shall be responsible for insuring the risk of Gas loss due to an accident in the Collection System or at the Point of Delivery, Control and Final Measurement of the Gas. Eight.Two.Four. The Parties acknowledge that, in the calculation of Contractor’s Compensation under Articles Eight.Two.Two and Eight.Two.Three, it is implied that the compensation shall not exceed ninety-seven per cent and shall not be less than sixty per cent of the Marketable Gas production of the Contract Area measured at the Point of Delivery, Control and Final Measurement of the Gas, as stated in Table two included in Annex Ten. Eight.Two.Five. Contractor shall commercialize the total Marketable Gas production of the Contract Area at the Point of Delivery, Control and Final Measurement of the Gas, under the best market conditions according to Article Nine.Four. The Chilean Government authorizes to and grants a power of attorney in favor of the Operator so that the Operator can sell, transfer and deliver to the Purchaser on behalf of the Government, the interest held by the Government in the Marketable Gas coming from the Fell Block, at the Point of Delivery, Control and Final Measurement of the Gas and under the terms and conditions stated in this subsection. Eight.Two.Six. Contractor shall invoice to the purchasers of the Marketable Gas, together with his Compensation, the interest held by the Government in the Marketable Gas production. The proceeds of the sale to which the Government is entitled shall be returned to the government coffers in the same currency of the sale, within a term not to exceed five business days from the time when they were deposited in its current account. The

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application of the Value Added Tax levied on the sale of the total Gas volume shall be in accordance with the applicable legislation. NINE. ARTICLE NINE. HYDROCARBON APPRAISAL. Nine.One. For the purposes of Articles Eight.One.Three, Eigth.One.Five and Twelve.Two.Four.One, Twelve.Two.Four.Three, the Oil shall be appraised at an average price of three crude oil baskets of similar quality coming from different countries, f.o.b. original port of shipment corresponding to the last fifteen days immediately preceding the month of the production delivery, published in Platt’s Oilgram Price Report in the column titled “Short Term Contract/Spot” of the chart so-called “World Crude Oil Prices”. If the Platl’s Oilgram Price Report is no longer published, the Coordination Committee shall select a similar publication. Nine.Two. The Coordination Committee shall select the crude oils of the respective basket based on the similarity of the oil quality being appraised and on its capacity to be freely commercialized in significant quantities in the international market. Nine.Three. If any of the Parties considers that the basket being used is no longer representative of a fair value in the oil international market on evaluation, the Party may request the Coordination Committee to choose an alternative basket which represents the fair value in the international market or any other fair method. For the purposes of Article Nine.One, the Oil appraisal shall be based on the basket in use until an alternative basket is selected. Nine.Four. Regarding the appraisal of the Marketable Gas, the Parties shall timely agree on the performance of the necessary actions to sell the Gas at the best market price at the Point of Delivery, Control and Final Measurement of the Gas. The price shall be the value considered to calculate the Compensation payable for the Gas.

TEN. ARTICLE TEN. COORDINATION COMMITTEE. Ten.One. The Contract performance shall be supervised by a Coordination Committee composed of the same number of representatives form each Party, but no more than three. One of the representatives from the Government shall preside over the Committee meetings. Each Party shall inform the names of his regular and alternate representatives to the other Party within ninety days following the Effective Date. The Parties may substitute one or more of their representatives at their convenience. The name of the new representative(s) shall be informed to the other Party at least ten days before the next meeting of the Committee. Ten.Two. The Coordination Committee shall be entitled to perform the activities it was entrusted with under this Contract and those activities that the Parties may agree to assign

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to it occasionally. Ten.Three. The Committee shall have the following duties and obligations: Ten.Three.One. To determine the shape and size of the provisional protection areas of up to one hundred square kilometers, for the fields under the conditions stated in Article Five.Four and to determine the shape and size of the areas that have to be returned to the Government under Article Thirteen. Ten.Three.Two. To define the Field Exploitation Area of each field that Contractor declares as Commercially Exploitable Field. Ten.Three.Three. To know the budgets and annual work schedules that Contractor shall submit, and examine the modifications to those budgets and schedules. Ten.Three.Four. To analyze and agree the Maximum Efficient Production of each field and the Maximum Production per Well for the wells under production to be proposed by Contractor, and to review them annually. Ten.Three.Five. To select the crude oil of the basket that will be considered to fix the Oil price, according to Articles Nine.Two and Nine.Three, and select the similar publication referred to in Article Nine.One. Ten.Three.Six. To obtain from Contractor the necessary reports and documents for the performance of its duties. Ten.Three.Seven. To request accounting and technical inspections to determine the conditions for the performance of Oil Operations. The cost of the inspections shall be only borne by the Party who proposed them. To this end, services of external experts may be considered. In any case, these technical or accounting inspections shall not be performed after a period of twenty-four months from the Calendar Year in relation to which the inspection is made. Any objection raised as a result of such inspection shall be made in writing and within the above-mentioned period of twenty-four months. Ten.Three.Eight. To regularly examine the relevant Contract-related information and to facilitate the exchange of relevant information about Oil Operations between the Parties. Ten.Three.Nine. To prepare the procedure regulations which shall rule the duties of the Committee to perform its obligations. Ten.Three.Ten. To authorize Contractor to complete the drilling operations of a Test Boring or Appraisal Well in accordance with Article One.Thirty-Nine. Ten.Three.Eleven. To give the opinion requested in Article Five.Three. Ten.Three.Twelve. To establish the procedures for Oil pick-ups established in Article Seven.One.Six. Ten.Three.Thirteen. To carry out any other activity requested under this Contract. Ten.Four. Each Party shall be responsible for the expenses incurred by their respective representatives in the Committee. Ten.Five. The Committee shall meet at the

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request of any of the Parties at the place, date and time that the Parties may agree. Ten.Six. The decisions of the Committee shall be made by unanimous consent of the Parties. If the members of the Committee cannot agree on a specific matter, Contractor may take action with regard to that matter in the manner Contractor may deem necessary to exercise his rights and perform his obligations under this Contract. Contractor’s right to act in this way shall not prevent the Government from exercising the right to resort to the technical determination or the legal procedure set forth in Article Sixteen with regard to the matter in dispute.

ELEVEN. ARTICLE ELEVEN. PAYMENTS AND REMITTANCES IN FOREIGN CURRENCY. Eleven.One. Unless otherwise agreed in this Contract, all cash payments Contractor is obliged to make to the Government under this Contract shall be made in United States Dollars. Eleven.Two. All payments owed by the Government to its companies and Contractor for the reacquisition of Oil or by way of Compensation for the Marketable Gas shall be made in United States Dollars to Contractor’s account in a bank to be determined by Contractor in the United States of America. For payments denominated in foreign currency, the Central Bank of Chile shall give access to the Formal Exchange Market to purchase the necessary foreign currency. To this end, this Special Operation Contract for the Exploration and Exploitation of Hydrocarbon Fields shall be filed with said institution. Eleven.Three. All payments that the Government or its companies, except for the companies controlled by the Government that are Contractor’s Partners, shall make to Contractor for reasons other that the ones stated in Article Eleven.Two, shall be made in national currency. Any money refund that the Parties shall make under this Contract shall be made in the same currency as the original payment. Eleven.Four. All payments to be made by Contractor to the Government or by the Government or its companies to Contractor under this Contract, shall be made within fifteen days from the invoice date or the date on which the payment obligation is due, except for the provisions stated in Articles Eight.One.Nine and Eight.Two.Six. In the case of Oil reacquisition, this date shall be the day on which the Oil is delivered to the Government or its companies at the Point of Delivery, Control and Final Measurement of the Oil, and in the case of Compensation of Marketable Gas, this date shall be the fifth day of the next calendar month from the month in which the deliveries were made to the Government at the Point of Delivery, Control and

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Final Measurement of the Gas. Eleven.Five. The Government guarantees Contractor’s Partners, if they are foreign persons, free access to the foreign exchange market known as Formal Exchange Market or the one that may replace it in the future to convert and subsequently transfer abroad the income earned from the sale of equipment and other property of their own, made under the terms and conditions of this Contract. Eleven.Six. Contractor’s Partners, if they are foreign persons, shall be entitled to hold abroad and freely dispose of the foreign currency generated from exports of Oil received as Compensation. In addition, they shall be entitled to freely receive and hold abroad the foreign currency received under Article Eleven.Two. Eleven.Seven. If any of the Parties fails to make timely payment within the term stated in Article Eleven.Four, without prejudice to the other rights the Parties may exercise, the debt shall be paid with default interest at the interest Prime Rate applicable by Citibank N.A, New York, New York, United States of America prevailing on the date of payment of the debt. To this end, debts in pesos —national legal tender— shall be calculated in United States Dollars at the exchange rate established in subsection six, Chapter One, Title One of the Compendium of Rules on International Exchange (Compendio de Normas de Cambios Internacionales) of the Central Bank of Chile or any other that may replace it in force at the due date. However, if the Government and/or a state-owned company that has reacquired Oil from a Contractor’s Partners under Articles Eight.One.Four and Eight.One.Five, is in default in the payment of the Oil acquired for more than sixty days from the due date, Contractor’s Partner shall be entitled to stop selling Oil to the Government and/or the state-owned company, as the case may be, until the debt is paid-off, including the corresponding interest. Eleven.Eight. The rights of Contractor and Contractor’s Partners referred to in Articles Eleven.Two, Eleven.Five and Eleven.Six, shall remain unchanged during the validity term of this Contract. Eleven.Nine. If appropriate only, the Central Bank of Chile shall enter into an agreement with GEOPARK before a Notary Public of Santiago, regarding certain matters in connection with foreign currency transactions. The text of the agreement shall be made an integral part of this Contract. Therefore, notice shall be given to the Ministry of Mining.

TWELVE. ARTICLE TWELVE. TAXES AND ENCUMBRANCES. Twelve.One. The tax regime applicable to Contractor, Contractor’s Partners and subcontractors for income obtained, services rendered, sales or payments made, documents subscribed or issued and

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for imports and/or exports made by Contractor, Contractor’s Partners or subcontractors, shall be the one stated in this article with regard to taxes, duties or encumbrances related to this Contract and/or Oil Operations contracts entered into by Contractor with third parties. Regarding those taxes or encumbrances that are not expressly stated in this Article, the general regime in force in the country shall apply. Twelve.Two. Income tax regime applicable to Contractor’s Partners. According to Executive Order number five issued by the Ministry of Mining on the ninth day of January, one thousand nine hundred and ninety-seven, which sets forth the requirements and conditions applicable to this Contract, the income tax regime including, but not limited to the income tax rates, is established for the term of this Contract as follows: Twelve.Two.One. According to Article Five, subsection one of Decree-Law one thousand eighty-nine, Contractor Partners’ income shall be subject to the general tax system established in the Income Tax Law and the opinions that have interpreted such law in force at the Contract Date, including the opinion contained in Official Letter number seven hundred and fourteen, issued on the eighth day of April, one thousand nine hundred and ninety-seven by the National Directorate of Internal Revenue Service (hereinafter, the “Opinion”) required for the execution of this Contract that is attached hereto as ANNEX NINE and made an integral part hereof. The provisions of this Law and its opinions, that shall constitute the income tax regime, shall substitute any other direct or indirect tax applicable to the Compensation or to Contractor’s Partners themselves due to such Compensation, and shall remain unchanged for the term of this Contract, as stated in Article Five, subsection three and Article Twelve of Decree-Law one thousand eighty-nine. To this end, the Income Tax Law is the one established under Article One of Decree-Law eight hundred twenty-four, published in the Official Gazette on the thirty-first day of December, one thousand nine hundred and seventy-four, as amended as of the Contract Date. Twelve.Two.Two. According to the foregoing, and in accordance with the total application of the above-mentioned Income Tax Law and its opinions and regulations, the general tax regime applicable to each Contractor’s Partner, including their shareholders, partners or Main Offices shall be the following, without prejudice to the provisions of Article Fourteen bis of the Income Tax Law in force as of the Contract Date. Twelve.Two.Two.One. The annual taxable net income accrued by each Contractor’s Partner shall be subject to the first category annual tax of the Income Tax Law at the rate of

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fifteen per cent. Twelve.Two.Two.Two. All items related to reimbursements of expenses which tax deduction is not authorized under Article Thirty-three, subsection One of the Income Law, shall be subject, in the manner and under the conditions set forth in Article Twenty-one of the above-mentioned Law, to an annual single tax at the rate of thirty-five per cent and shall be applied to any Contractor’s Partner being a corporation, stock limited partnership or an agency of a corporation not residing or domiciled in Chile. This tax shall be also applied to those amounts considered withdrawn under Articles Thirty-five, Thirty-six, subsection two, Thirty-eight, subsection two, Seventy and Seventy-one, as the case may be. The taxable base of the referred to tax shall consist of the stated amounts, excluding the taxes of the Income Law and the territorial taxes already paid. Interest, readjustments and penalties paid to the Tax Authority, Municipalities and public institutions or agencies created under the law and the payment of non-deductible mining patents shall be also exempt. In addition, anticipated expenses shall be exempt. The tax shall accrue regardless of the results of the tax year, and shall be borne by the corporation, agency or stock limited partnership but, in the last case, only regarding the proportional part to which each shareholder or limited partner is liable. Twelve.Two.Two.Three. The additional tax applicable to Contractor’s Partner and/or his authorized assignees not domiciled and not residing in Chile and/or to Contractor Partner’s shareholders or partners not domiciled and not residing in Chile, shall be as follows: Twelve.Two.Two.Three.One. The total income of Chilean source obtained by foreign natural persons not domiciled and not residing in Chile or legal persons incorporated abroad, including those incorporated according to Chilean Laws which are domiciled in Chile and do business through agencies or permanent establishments in Chile, shall be also liable to an additional tax at the rate of thirty-five per cent to be accrued on the year in which the company’s income is withdrawn or remitted according to Article Fifty-eight, subsection one of the Income Law. Taxpayers liable to this tax shall have a tax credit to be charged to the above-mentioned tax equivalent to fifteen per cent of the taxable amounts subject to the first category tax. When the credit stated in Article Sixty-three of the Income Tax Law shall be applicable, an equivalent amount shall be added to determine the taxable base of the same tax year of the additional tax and, in order to calculate the credit, it shall be considered an amount subject to the first category tax. Such tax is applicable without prejudice to the obligation of making

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provisional payments for earned or accrued gross income according to Article Eighty-four of the Income Law. Twelve.Two.Two.Three.Two. Dividends and other amounts received by Contractor Partners’ shareholders not domiciled and not residing in Chile, incorporated under the Chilean Laws as corporations or stock limited partnerships, shall be liable to the additional tax set forth in subsection two of Article Fifty-eight at the rate of thirty-five per cent. This tax shall be withheld by the corporation distributing the dividends. The above-mentioned tax shall not affect dividends or other distributions of a non-income category as long as they are a result of a distribution in excess of the income or profits subject to the additional tax as stated in Article Fourteen of the Income Law. The above-mentioned taxpayers shall have a tax credit charged to said tax equivalent to fifteen per cent of the amounts levied, provided they have been subject to the first category tax, in accordance with Article Sixty-three of the Income Law. When the credit stated above shall be applicable, an equivalent amount shall be added to determine the taxable base of the same tax year of the additional tax and, in order to calculate the credit, it shall be considered an amount subject to the first category tax. Twelve.Two.Two.Three.Three. Income obtained or accrued of Chilean source not subject to tax according to Articles Fifty-eight and Fifty-nine of the Income Law, withdrawn or remitted according to Article Fourteen of the Law by Contractor Partners’ partners not domiciled and not residing in Chile shall be liable to the additional tax set forth in Article Sixty of the Income Law at the rate of thirty-five per cent. This tax shall be also applicable, according to Article Twenty-one of the Income Law to all items stated in subsection One of Article Thirty-three of the law, related to withdrawals in kind or to reimbursements of money that shall not be charged to the cost of the assets except for the anticipated expenses that shall be accepted in the next years. Interest, readjustments and penalties paid to the Tax Authority, Municipalities and public institutions or agencies created under the law and the payment of non-deductible mining patents shall be also exempt. Also, this tax shall be also applied to those amounts withdrawn in accordance with Articles Thirty-five, Thirty-six, subsection two, Thirty-eight, subsection two, Seventy and Seventy-one of the stated law, as the case may be. The taxpayer liable to this tax shall have a credit to be charged to said tax equivalent to fifteen per cent of the amounts levied, provided these amounts have been subject to the first category tax, according to Article Sixty-three of the Income Law. When the credit stated

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above shall be applicable, an equivalent amount shall be added to determine the taxable base of the same tax year of the additional tax and, in order to calculate the credit, it shall be considered an amount subject to the first category tax. Twelve.Two.Three. The taxable gross income of each Contractor’s Partner shall be determined according to the results of their own accounting books and financial statements in accordance with the rules contained in Articles Twenty-nine, Thirty, Thirty-one, Thirty-two and Thirty-three and other provisions of the Income Law, the Opinion and/or the Tax Code together with the regulations and opinions that are not incompatible with the text of the Opinion in force as of the Contract Date. In the absence of regulations to the contrary, the accounting principles and practices generally accepted shall apply despite their general or special application to the oil activities. Twelve.Two.Four. In order to calculate the income tax of each Contractor’s Partner, the Oil shall be valued as follows: Twelve.Two.Four.One. The Oil received by way of Compensation and sold directly to the Government or to its companies within the Republic of Chile under Article Eight.OneFour, shall be valued according to Article Nine. Twelve.Two.Four.Two. All or part of the Oil received by a Contractor’s Partner as Compensation and not included in Article Twelve.Two.Four.One, provided it involves a transaction with non-affiliate entities or a sale where there are no other elements that may create a price not reflecting the market conditions, shall be valued according to the price effectively received for said Oil, as evidenced by the invoice or bill of landing. Twelve.Two.Four.Three. The oil sold by a Contractor’s Partner to affiliates or in a transaction involving other elements that may create a price not reflecting the market conditions considering the terms and conditions of the operations, shall be valued to the highest of the following prices: (i) The price effectively received for that Oil, as evidenced by the invoice or bill of landing; or (ii) a price calculated according to the procedure stated in Article Nine.One. To the purposes of this article, “affiliate” of a Contractor’s Partner shall mean any entity that, directly or indirectly controls, or is controlled by or is under a common control with the Contractor’s Partner. Without limiting the generality of the foregoing, “control” shall exist when a company has more than fifty per cent of the votes or other interest of an entity. Twelve.Three. Contractor’s Partners shall operate according to the Opinion which sets forth that the Joint Venture among all Contractors’ Partners shall not give rise to a new taxpayer, and each Contractor’s Partner shall be considered a separate

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taxpayer having separate profits and expenses. Twelve.Four. Taxation of Contractor’s Compensation. Without prejudice to paragraph Twelve.Two herein and according to Article Five, subsection three of Decree-Law one thousand eighty-nine, the Compensation, in cash or in kind, earned by Contractor or Contractor’s Partners under this Contractor shall be exempt from any other direct or indirect tax including, but not limited to the added value tax that may be applied to that Compensation or to Contractor or Contractor’s Partners based on such Compensation. This exemption shall remain unchanged during the term of this Contract. Twelve.Five. Tax exemption related to the transfer of Hydrocarbons. According to Article Eight of Decree-Law one thousand eighty-nine, Hydrocarbon transfers made to Contractor or any Contractor’s Partner as Compensation under this Contract, as well as the re-acquisitions the Government or its companies make with Contractor or Contractor’s Partners, shall be exempt from any tax or encumbrance, including the Value Added Tax. This exemption shall remain unchanged during the validity term of this Contract. Twelve.Six. Tax regime for payments made by Contractor. Twelve.Six.One. According to Article Fifty-nine, subsection Two of the Income Law, all fund remittances related to this Contract and made to pay engineering or technical consulting services rendered by third parties or affiliated companies to Contractor, in Chile or abroad, shall be subject to an additional tax at the rate of twenty per cent. In order to determine the Chilean income tax, Contractor’s Partners shall be entitled to deduct as expenses from their gross income, the proportional amount paid for services rendered abroad, provided the corresponding documentation is submitted and all other requirements stated in the final subsection of section six, Article Thirty-one of the Income Law, are met. Twelve.Six.Two. According to Article Fifty-nine, subsection Two of the Income Law, the amounts paid abroad for freight, boarding and landing fees, storage, weighting, product sampling and analysis, insurance and reinsurance operations not taxable under subsection three of this article, commissions, international telecommunications, and for Chilean products ironing, refining or other special processes and commissions, shall be exempt from the additional tax, provided the following requirements are met: That the remunerations are paid in Chile or abroad, that the services are rendered abroad by persons not domiciled and not residing in Chile, and that the pertinent operations are previously authorized by the Central Bank according to the legislation in force and that the sums paid are verified by the pertinent

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official entities, where applicable. The sums paid on this account may be deducted by Contractor’s Partners from their gross income to determine the income tax of Chilean source. Twelve.Seven. Exemption of all taxes and obligations applicable to Hydrocarbons. According to Article Eight of Decree-Law number one thousand eighty-nine, Hydrocarbon exports made by any Contractor’s Partner are exempt from any tax or encumbrance. This exemption shall remain unchanged during the validity term of this Contract. Twelve.Eight. Tax regime applicable to subcontractors. According to Article Nine of Decree-Law one thousand eighty-nine, foreign subcontractors who have not formed a Chilean company or any other business or who have not registered an agency in Chile, shall be liable to a twenty-per cent tax on any remuneration received. In addition, the twenty-per cent tax applicable to foreign subcontractors shall replace any other direct or indirect tax that may affect the remuneration of the subcontractor or the subcontractor himself and shall remain unchanged during the term of the Contract. Twelve.Eight.One. Except for the exemption of the global, complementary and additional tax, the provisions set forth in the final subsection of Article Six of Decree-Law one thousand eighty-nine, shall be applied to owners, shareholders and partners of the subcontractor. This exemption shall remain unchanged during the validity term of this Contract. Twelve.Eight.Two. According to the Opinion, natural foreign persons not domiciled and not residing in Chile, who are hired by the foreign subcontractor, shall not be liable to the additional tax for their remunerations of Chilean source, provided the sums are paid by the subcontractor and charged to the remittances made or to be made in favor of the latter. Twelve.Nine. Provisional admission regime applicable to Contractor and subcontractors. According to Article Ten of Decree-Law one thousand eighty-nine, the machinery, devices, instruments, equipment, tools and their parts or pieces required to comply with a specific oil contract of employment, whether they are owned or not by the subcontractor, can enter the country under a provisional admission regime, established by Customs Ordinance as of the Contract Date. The stated goods to be used for the exploration of Hydrocarbons shall enter the country under the above-mentioned regime, and they are exempt from any duty, tax, charge or encumbrance, for a period of up to five years which can be extended annually by the Customs National Director according to the needs and characteristics of the pertinent specific oil contract of employment. The provisions of this Article Twelve.Nine shall be also applicable to

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Contractor with regard to the machinery, devices, facilities, equipment, tools and their parts or pieces to be used in Hydrocarbon Exploration Operations. The provisions of this Article Twelve.Nine shall remain unchanged during the validity term of this Contract. Twelve.Ten. Value Added Tax applicable to Contractor. According to Article Five of Decree-Law one thousand eighty-nine, Contractor shall be subject to the same tax treatment applicable to exporters under Decree-Law eight hundred and twenty-five passed in one thousand nine hundred seventy-four, with regard to the Value Added Tax refund even when Contractor neither exports nor performs operations subject to this tax. The administrative rules established for the enforcement of Value Added Tax refunds, shall be those set forth in Decree number five issued by the Ministry of Mining on the ninth day of January, one thousand nine hundred and ninety-seven. The provisions of this article Twelve.Ten shall remain unchanged during the validity term of this Contract. Twelve.Eleven. Taxes or other encumbrances on documents subscribed or issued by Contractor and/or subcontractors. According to Article Eight of Decree-Law one thousand eighty-nine: Hydrocarbon transfers made to Contractor as payment of his Compensation as well as the reacquisition that the Government or its companies make with Contractor under subsection four, Article Three, and the actions, contracts or documents supporting them, shall be exempt from any tax or encumbrance. Likewise, the documents where the special contracts of operations referred in Article One are recorded, and the specific contracts for oil services stated in the same article and the documents supporting any other operation, act or contract issued in occasion of those contracts between the same parties specified in such dispositions, shall be also exempt from any tax or encumbrance. Exports of hydrocarbons shall be exempt from any tax or encumbrance. Twelve.Twelve. Imports regime applicable to Contractor and subcontractors. According to Article Five, paragraph four of Decree-Law one thousand eighty-nine, imports of machinery, tools, materials, spare parts, elements and goods used for the exploration and exploitation of Hydrocarbons made by Contractor or subcontractor, are subject to the general regime in force as of the Contract Date. This regime shall remain unchanged during the validity term of this Contract. This regime includes the duties, taxes, charges or contributions and all payments or encumbrances in general, regardless of the authority or organization that collects them, including the substitute tax established in Article Three of the Stamps Law as well as the Value Added Tax provided for in Decree-

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Law number eight hundred and twenty-five dated nineteen seventy-four and, in general, any other payment or encumbrance that directly or indirectly may affect such imports.

THIRTEEN. ARTICLE THIRTEEN. SUSPENSION OF OBLIGATIONS DUE TO FORCE MAJEURE. Thirteen.One. Except for the payment obligations, failure by one of the Parties to perform any of the obligations under this Contract shall not be attributable to the party provided the failure is due to a Force Majeure event. The Parties shall invoke as Force Majeure, the actions or omissions of the Government or any other entity or public service only when such actions or omissions are caused by events or circumstances that cannot be anticipated nor avoided. Thirteen.Two. Any of the Parties to this Contract that is unable to perform any of the obligations set forth herein due to a Force Majeure event shall notify the other Party in writing of that fact stating the reasons for the non-performance of the obligations as soon as possible. The Party affected by the Force Majeure event shall resume the performance of the corresponding obligation within a reasonable period after the reason or reasons for the non-performance have disappeared. Thirteen.Three. If the operations are stopped or delayed due to a Force Majeure event, the validity term of this Contract and the period of time established to exercise the rights and perform the obligations under the Contract shall be suspended for the same period of time that the delay or impediment subsists. Thirteen.Four. If due to Force Majeure circumstances occurred outside Chile and invoked by Contractor, the oil activities to be carried out by Contractor are interrupted for more than three years, the Government may terminate this Contract.

FOURTEEN. ARTICLE FOURTEEN. ASSIGNMENT. Fourteen.One. Contractor or a Contractor’s Partner may sell, assign, transfer or otherwise dispose, all or a part of his rights, interests and obligations under this Contract only provided he has been previously authorized in writing by the Minister, and the assignee has previously accepted the obligations under this Contract. The Minister shall accept or reject in writing and with justified cause, the sale, assignment or transfer requested within sixty days after receipt of the pertinent request.

FIFTEEN. ARTICLE FIFTEEN. APPLICABLE LAW. Fifteen.One. All relations between the Parties deriving from this Contract shall be governed by the laws of Chile. In the exercise of the rights and the performance of the obligations deriving from this Contract, Contractor shall comply with all legal rules in force in the country. Contractor

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expressly waives the right to take action or file a claim by means of diplomatic channels in connection with his rights and obligations under this Contract. Fifteen.Two. Without prejudice to the provisions of this Contract, Contractor, Contractor’s Partners and subcontractors shall have the rights and assume the obligations set forth in Decree-Law one thousand eighty-nine. Fifteen.Three. Contractor shall comply with the Chilean Constitution, Laws, Rules, Regulations and Official Rules and those established in international treaties in force accepted by the Republic of Chile regarding the subject matters stated in the following articles, without any restriction: Fifteen.Three.One. To carry out activities to protect the environment, preserve nature and the environmental heritage and to be liable for infringement according to the regulations governing this matter and for damages caused to third parties. Fifteen.Three.Two. Design, construction, erection, operation and maintenance of all elements used in the operations arising out of this Contract. Fifteen.Three.Three. Navigation and anchoring of ships and maritime devices. Fifteen.Three.Four. The labor system, safety, precaution, sanitary conditions and occupational accidents.

SIXTEEN. ARTICLE SIXTEEN. CONSULTING, TECHNICAL DETERMINATION AND JUDICIAL DECISION. Sixteen.One. In case of disagreement between the Parties regarding any of the matters under this Contract, or if the Coordination Committee fails to make a decision on any matter under its responsibility, the Parties shall meet to discuss the problem and shall make all their best endeavors to find a friendly solution. Sixteen.Two. If the difference cannot be solved by the Parties’ friendly consultations, they shall make their best endeavors to agree on the appointment of a qualified expert who shall analyze the matter in detail and then suggest the Parties a proper solution at his discretion. The expert shall neither be considered nor act as an arbitrator. Sixteen.Three. Immediately after one of the Parties notifies the other on the existence of the disagreement, the Parties shall consult each other to appoint the person or entity that shall act as expert. To be appointed as expert, the proposed person or entity shall be qualified by education, experience and/or training in the technical field in disagreement. Sixteen.Four. The appointed expert shall set a reasonable date and place to receive the presentations and information from the interested Parties or from any other person the expert may consider convenient, and the expert may carry on the enquiries and request the

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evidence he may deem necessary for making a proposal on the matter in dispute. According to the difficulty of the problem, the expert shall set a reasonably period of time for the accomplishment of his duties. The costs and expenses of the appointed expert shall be paid by the Parties in equal shares. Sixteen.Five. Without prejudice to the foregoing, either before or after the expert’s proposal, any of the Parties shall be entitled to submit the dispute to the Ordinary Courts of the city of Santiago, Chile. The termination of this Contract shall be subject to the provisions of Article Eighteen. Sixteen.Six. Administrative disagreements with regard to taxes or exchange control matters shall be first submitted to the proper Governmental agencies of Chile that are responsible for those matters, and shall be solved in accordance with the legislation and procedures applicable to such disputes on taxes or exchange control.

SEVENTEEN. ARTICLE SEVENTEEN. INFORMATION MANAGEMENT. Seventeen.One. Unless otherwise agreed by the Parties, all data and technical information obtained during the validity term of this Contract shall be kept confidential. Seventeen.Two. However, Contractor may disclose a Hydrocarbon Discovery or any other relevant information related to that discovery to his affiliates, consultants, financial institutions or relevant authority that may request it, and shall inform the Government accordingly. Seventeen.Three. Contractor shall, at all times, keep the original and copies of the above-mentioned technical information in Chile. However, Contractor may temporarily and with the prior authorization of the Minister or the corresponding authority, take original seismic tapes of the Contract Area out of the country or any other technical information for processing or special studies without leaving copies in Chile. Seventeen.Four. Contractor shall timely furnish the Government with a copy of all the technical information obtained during the performance of the Oil Operations in the Contract Area including, but not limited to geophysical and geological data, seismic magnetic tapes, processed seismic sections and the pertinent terrain-related data, gravimetric and magnetic records, in a form that could be reproduced, if applicable, copies of the original geophysical reports (in a form that could be reproduced) of all electrical logs of each well drilled by Contractor, including the final log of each well and copy of the drilling final report, samples of drill cores and chutes and copies of their analysis, results of production tests and any other information obtained by Contractor in connection with records or interpretations

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of any kind of data, without limitation.

EIGHTEEN. ARTICLE EIGHTEEN. CONTRACT TERMINATION. Eighteen.One. Without prejudice to the provisions of Article Fifteen.One, this Contract shall terminate if any of the following events occur: Eighteen.One.One. Upon expiration of any exploration period during the Exploration Stage if Contractor decides to finally suspend all the operations in the Contract Area and gives thirty-day written notice to the Minister to that effect. Eighteen.One.Two. Upon termination of the exploration stage unless Contractor is authorized to keep one or more areas under the Contract, as stated in Article Three.Five. Eighteen.One.Three. If at any time during the validity term of this Contract, Contractor stops performing any of the substantial obligations assumed under the Contract without justified cause, and the Government has given Notice and the breach has not been remedied by Contractor according to Article Nineteen. In this case, the termination shall be declared by judicial decision. Eighteen.One.Four. After thirty-five years of validity of this Contract have elapsed in accordance with Article Three.One. Eighteen.One.Five. If the exploration stage has finished and Contractor returns the Government all Field Exploitation Areas and those areas that are under the conditions described in Article Five.Five. Eighteen.One.Six. If the Government exercises the option of terminating the Contract as stated in Article Three.Four. Eighteen.Two. If the Contract is terminated during the exploration stage, Contractor shall return the Contract Area to the Government, and shall be exempt from all subsequent rights and obligations in that respect, except for the contractual obligations corresponding to the exploration period in force at that time. Simultaneously, Contractor shall be entitled to freely dispose of and use all equipment, machineries and facilities used in the Exploration Operation, according to the applicable legislation. Eighteen.Three. If the Contract terminates after the exploration stage is started, Contractor shall return the Contract Area and transfer to the Government, free of charge and on an “as is” basis, all production wells and necessary fixtures to keep the area under the same operability conditions exiting at that time including, but not limited to camps, flow lines, storage reservoir, pumping stations, communication systems and compressor stations, and Contractor’s properties where any of the above-mentioned facilities are located. The foregoing provisions shall also apply to the Oil Pipeline and the Oil Terminal Facilities built under this Contract if, within a maximum term of three years counted as from the

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Contract termination date, Contractor neither sells nor leases the properties to third parties for a period exceeding five years for their use at the place they are located. If the properties are sold or leased, the Government or a third party, as the case may be, shall be entitled to use the Oil Pipeline and the Oil Terminal Facilities to transport the Oil of the Contract Area up to a maximum equal to the average of the Monthly Average Production per Day of the Contract Area. This shall be calculated on the basis of the previous five production years to the Contract termination date, and the Government or the third party shall pay the proportional part of the stated operational costs. However, if at the Contract termination date, a third party is using the Oil Pipeline and/or the Oil Terminal Facilities, the Government’s right shall be limited to the capacity effectively available in these facilities at that time and shall be entitled to use afterwards the capacities that become available up to the maximum limit stated above. The above-mentioned right shall be exercised for a maximum period of twenty years from the Contract termination date, and shall forfeit if the Government or a third party, as the case may be, fails to exercise that right within the first five years from that date. Eighteen.Three.One. Contractor may decide, subject to the applicable legislation, to sell or export materials, equipment, tools, machineries, spare parts and other goods other than those stated in Article Eighteen.Three, which were purchased by Contractor within the last five years before the Contract termination and which are located in Chile. In this case, the Government shall have the first purchase option which shall be exercised within sixty days from the date of notice of its decision by paying the commercial value of such goods at the transfer date. If the Government fails to exercise the option, Contractor may sell, export or otherwise dispose of such goods. Eighteen.Three.Two. The goods not included in Article Eighteen.Three.One, belonging to Contractor and used in Chile for the performance of Oil Operations, as well as those goods included in Article Eighteen.Three.One not sold, exported or otherwise disposed of by Contractor, shall be transferred to the Government free of charge and the Government shall accept them on an “as is” basis and at the place they are found. Eighteen.Three.Three. Real estate and buildings not included in Article Eighteen.Three shall not be subject to this Article Eighteen. Eighteen.Four. In the case of a particular field, the Exploitation Operations shall end: (i) When the maximum term for such operations as stated in Article Three.Six, expires; (ii) if Contractor interrupts or reduces the Hydrocarbon production of that field to

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less than ten per cent of the Maximum Efficient Production then applicable to that field, for more than six consecutives months and without authorization of the Government except for Force Majeure or well-founded technical reasons given by Contractor and accepted by the Coordination Committee; (iii) if the Contractor stops performing any of the substantial obligations related to that field under the Contract without a good reason, and the Government has given Notice and the breach has not been remedied by Contractor according to Article Nineteen; and (iv) by Contractor’s own decision after giving six-month written notice to the Government to that effect. Once the Exploitation Operations of a certain field are finished, the Government shall take possession of the field and of all the machineries and fixings directly and exclusively related to the field.

NINETEEN. ARTICLE NINETEEN. BREACH. Nineteen.One. If one of the Parties (“First Party”) considers that the other Party has failed to perform any of his obligations under this Contract, shall give written notice to the other Party (“Second Party”) stating the details of the alleged breach. Upon receipt of said notice, the Second Party may request for a meeting within the next ten days after receipt of notice to discuss the alleged breach. After that meeting or once a period of ten days has expired, the First Party may issue a notice of breach. Nineteen.Two. If Notice has been served regarding an alleged breach, the Second Party shall remedy the alleged breach without delay or, if this is related to an obligation that, due its nature, cannot be reasonably remedied without delay, the Second Party shall promptly make his best endeavors to remedy the breach until it is solved. However, if the Notice indicates that Contractor has stopped performing the obligations set forth in Article Four.Two and Four.Three, or the commitment referred to in Article Three.Four herein, the period of time Contractor shall have to remedy the breach shall not exceed ninety days from the date of Notice. If the alleged breach is not remedied within the period of time applicable under this Article Nineteen.Two, the First Party may exercise his rights under Article Eighteen.One.Three, in the case of a substantial obligation, or the other rights the party is entitled to exercise under the Contract or the Chilean laws in case of substantial obligations or other obligations. The substantial obligations include, but not limited to the obligations under Articles Four.Two, Four.Three and the commitment referred to in Article Three.Four. Nineteen.Three. If the Second Party considers that there was no breach, that Party shall inform the First Party that he is remedying the breach

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“Under Protest”. If the Second Party remedies the breach Under Protest, that Party shall have the right to exercise the rights set forth in Article Sixteen to verify the existence of the breach. If according to Article Sixteen, it is finally determined that no breach has occurred, the First Party shall pay the actual costs and expenses incurred by the Second Party to remedy the alleged breach, together with the interest payable on said costs and expenses at the highest rate allowed by the Chilean law or twelve per cent a year, whichever is less. In order to determine the costs and expenses incurred in national currency, these costs and expenses in national currency shall be calculated in equivalent United States Dollars at the average free banking exchange rate or any other exchange rate that may replace it and prevailing at the date the costs or expenses are effectively incurred.

TWENTY. ARTICLE TWENTY. GUARANTEE OF THE MAIN OFFICE. Twenty.One. Contractor’s Partners shall submit the Government within sixty days following the declaration of their first Commercially Exploitable Field, a declaration from their respective Main Offices guaranteeing the timely financial support to the pertinent Branch for the latter to duly perform the obligations for the Exploitation Operations. Twenty.Two. For the purposes of Articles Eight.One.Three, Eight.One.Four, Eight.One.Five, Eleven.Three and Twenty.One, “companies controlled by the Government” shall mean the state-owned companies or the companies in which the Government —whether directly or through another legal person— controls more than fifty per cent of the voting share capital or of the capital, if it is not a stock company.

TWENTY-ONE. ARTICLE TWENTY-ONE. EXCEPTIONS APPLICABLE TO PRE-EXISTING WELLS. Twenty-one. One. From the Contract Date, Contractor shall be entitled to perform Evaluation Activities in Pre-existing Oil and Natural Gas Wells included in the Contract Area. Depending on the results of such activities, Contractor shall be entitled to declare the evaluated well(s) as a Commercially Exploitable Field. ANNEX ELEVEN includes a list of the Pre-existing Wells. Twenty-one. Two. During the Evaluation Activities of Pre-existing Wells, Contractor shall be entitled to receive his remuneration from any Oil and Natural Gas production according to Article Eight of the Contract. Twenty-one.Three. During the course of the Evaluation Activities, Contractor shall be entitled to burn the associated natural gas for a maximum period of thirty running days or at intervals. Twenty-one.Four. The provisions of this Contract which are not

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expressly modified by this Article Twenty-one, shall remain unaltered and shall be fully applicable to the Pre-existing Wells.

TWENTY-TWO. ARTICLE TWENTY-TWO. NOTICES AND COMMUNICATIONS. Twenty-two.One. All notices and communications required or sent by one of the Parties to the other shall be sent by telex or fax to the following addresses: To the Government: Ministry of Mining. Teatinos 120, Piso 9, Santiago, Chile. Fax number: 56-2-6884229. To Contractor: GEOPARK CHILE LIMITED, Florida 981, Piso 2 (C1005AAS), Buenos Aires, Argentina. Attention: Mr. JAMES F. PARK, President. Fax number: 54114312-8883. With copy to: GEOPARK CHILE LIMITED’s legal representative, Aylwin Attorneys, Avda. Isidora Goyenechea 3162, Oficina 801, Las Condes, Santiago, Chile, Attention: Mr. PEDRO AYLWIN CHIORRINI. Fax number: 56-2-2456636. Twenty-two.Two. For all purposes of this Contract, any of the Parties may change their fax numbers or the person stated above to whom the communications shall be sent upon ten-day notice to the other Party.- ANNEX ONE through ANNEX ELEVEN, singularized before, are registered under the notary public protocol before Notary Public Mrs. Antonieta Mendoza Escalas on this date under the number six hundred eighty-six.

LEGAL CAPACITIES: The appointment of Mr. ALFONSO DULANTO RENCORET in his capacity as MINISTER OF MINING, and acting on behalf of the GOVERNMENT OF CHILE, is evidenced under Decree number cero nine issued by the Ministry of Internal Affairs on the seventh day of January, two thousand and two. The legal capacity of Mr. PEDRO ENRIQUE AYLWIN CHIORRINI, to represent GEOPARK CHILE LIMITED, is evidenced under notarized document issued on the eighth day of August, two thousand and two, in Bermuda, duly granted before the Notary Public of Santiago. Mrs. Antonieta Mendoza Escalas, under record number six thousand thirty-seven/two thousand and two, on the tenth day of September, two thousand and two. The legal capacity of Mr. ENRIQUE DÁVILA ALVEAL, to represent EMPRESA NACIONAL DEL PETROLEO, is evidenced under public deed granted on March 1, two thousand and five, before the Santiago Notary Public Mr. José Musalem Saffie. In witness whereof, after this document is read, the appearing parties sign it. A copy of this document is given to the parties. I attest.

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/s/ Alfonso Dulanto Rencoret

Alfonso Dulanto Rencoret

Ministry of Mining

acting on behalf of the

GOVERNMENT OF CHILE

/s/ Pedro Enrique Aylwin Chiorrini

Pedro Enrique Aylwin Chiorrini

on behalf of

GEOPARK CHILE LIMITED

/s/ Enrique Davila Alveal

Enrique Davila Alveal

on behalf of

EMPRESA NACIONAL DEL PETROLEO

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EX-10.2

HYDROCARBON EXPLORATION AND PRODUCTION CONTRACT No. 09 OF 2008

LA CUERVA

Exhibit 10.2

(Colombian National Seal) (ANH logo)

AGENCIA NACIONAL DE HIDROCARBUROS

HYDROCARBON EXPLORATION AND PRODUCTION CONTRACT

SECTOR:	LA CUERVA
CONTRACTOR:	HUPECOL CARACARA LLC
EFFECTIVE DATE:	APRIL 16, 2008

The contracting Parties: for one party, the Agencia Nacional de Hidrocarburos (National Hydrocarbons Agency), hereinafter THE ANH, a special administrative unit attached to the Ministry of Mines and Energy, created by virtue of Decree Law 1760 of June 26, 2003, with principal domicile in Bogota, D.C., represented by JOSE ARMANDO ZAMORA REYES, of legal age, identified with citizenship card No. 19.303.017 issued in Bogota, domiciled in Bogota, D.C., who states: 1. That in his capacity as General Director of THE ANH, he acts in representation of this Agency. 2. That by virtue of Resolution 188 of July 5, 2007 of THE ANH, Special Bidding Process 01 of 2007 —a public request for proposals for the awarding of Blocks in the areas known as Alea, Altair, Altamira, Jagüeyes, La Cuerva, Mantecal, Sierra and La Maye — was opened. 3. That after said Process was initiated, the Directive Council authorized the General Director to execute this Contract, as evidenced by Minutes No. 02 of February 5, 2008, provided the contracting company first set up a back-to-back guarantee. 4. That once the necessary requirements were met, the Contract was awarded pursuant to Resolution 116 of March 19, 2008.

For the other party:

HUPECOL CARACARA LLC., company organized under the laws of the State of Texas, with principal domicile in the city of Houston, Texas, United States, with a branch in Bogota, D.C., as established in Public Deed No. 0001178 of June 12 1997, issued by the Fifteenth (15) Notarial Office of the District of Bogota, D.C., represented by MARCELA VACA TORRES, of legal age and a Colombian citizen identified with citizenship card No. 51.903.390, who states: 1. That in her capacity as Legal Representative, she acts in representation of the company HUPECOL CARACARA LLC. 2. That she is fully authorized to enter into this Contract, as recorded in the certificate of existence and legal representation issued by the Chamber of Commerce of Bogota, D.C. on April 8, 2008. 3. That she declares under oath that neither she nor the company she represents have incurred in any grounds for disability or incompatibility to enter into this Contract, and 4. That HUPECOL CARACARA LLC. has proven that it has and agrees to maintain the financial standing, technical competence and professional skills that are necessary to carry out the activities of this Contract.

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For all purposes, the aforementioned company shall be known as THE CONTRACTOR.

THE ANH and THE CONTRACTOR hereby state that they have entered into the Contract described in the following Clauses:

CLAUSE 1 — DEFINITIONS

For purposes of this Contract, the terms listed below shall have the meaning assigned to them herein:

Schedules A, B, and C are an integral part of this Contract, therefore whenever the terms in this Clause are used therein, these shall have the same meaning attributed to them hereunder.

1.1. Abandonment: Means plugging and abandoning wells, dismantling construction and cleaning and restoring the environment in the areas where Exploration, Assessment, or Exploitation Operations were carried out by virtue of this Contract and in accordance with Colombian legislation.

1.2. Year: Means the period of twelve (12) consecutive months according to the Gregorian calendar, counted from a specific date.

1.3. Calendar Year: Means the period of twelve (12) months counted as of the first (1) of January until the thirty-first (31) of December, both inclusive, of each year.

1.4. Contracted Area: Means the surface and its projection into the subsoil identified in Clause 3 and demarcated in Schedule A, where THE CONTRACTOR is authorized, by virtue of this Contract, to carry out Hydrocarbon Exploration, Assessment and Exploitation Operations.

1.5 Assessment Area: Means the portion of the Contracted Area in which THE CONTRACTOR made a Discovery and has decided to carry out an Assessment Program to establish whether or not said Discovery is marketable, in accordance with Clause 7. This area shall be demarcated by a regular surface polygon, preferably four-sided, which will enclose the vertical projection from the surface of the shell or geological trap containing the Discovery.

1.6 Exploitation Area: Means the portion of the Contracted Area in which one or more Commercial Fields are found, as established in Clause 9 (subsection 9.3) herein. The area of each Commercial Field shall include the vertical projection to the surface of the reservoir or reservoirs that make it up, as defined by the Ministry of Mines and Energy, in accordance with Decree 3229 of November 11, 2003, or with the regulations that modify or substitute it.

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1.7. Barrel: Means the unit of measurement of the volume of Liquid Hydrocarbons comprised of forty-two (42) U.S. gallons, corrected to standard conditions (a temperature of sixty degrees Fahrenheit [60ºF] and one [1] atmosphere of absolute pressure).

1.8. Good Oil Industry Practices: Means the good, safe and efficient operations and procedures commonly employed by sensible and diligent operators in the international petroleum industry, under similar conditions and circumstances to those presented in the development of the activities in this Contract, mainly regarding aspects related to the use of adequate methods and processes for obtaining maximum economic benefit in the final recovery of reserves, for minimizing losses, for operational security and for environmental protection, among others, as long as they do not contradict Colombian law.

1.9. Commercial Field: Means subsoil of the portion of the Contracted Area containing one or more discovered reservoirs, which THE CONTRACTOR has decided to exploit commercially.

1.10. Declaration of Marketability: Means the written communication from THE CONTRACTOR to THE ANH wherein the former declares that the Discovery made in the Contracted Area is a Commercial Segment.

1.11. Discovery: A Hydrocarbons reservoir discovery is understood to exist when, after drilling with a rig or similar equipment and having carried out the corresponding fluids tests, the rock in which Hydrocarbons are accumulated is found, and it behaves as an independent unit in terms of production mechanisms, petro-physical properties, and fluid properties.

1.12. Nonassociated Natural Gas Discovery: Means a Discovery in which the official production test indicates a Gas-Oil Ratio (GOR) greater that 7,000 standard cubic feet of gas for each Liquid Hydrocarbons Barrel and a molar composition of heptane (C7+) of less than 4.0%. GOR means the ratio between the volume of Natural Gas in cubic feet per day and the volume of Liquid Hydrocarbons in barrels produced per day by a well. The molar composition of heptane (C7+) is the molar percentage of heptanes and other Hydrocarbons of a greater molecular weight. The Gas-Oil Ratio (GOR) of a Discovery with many reservoirs shall be determined based on the weighted average of the production of each reservoir and the molar composition of heptane (C7+) as a simple arithmetic average.

1.13. Day: Means the period of twenty-four (24) hours that begins at zero hours (00:00) and ends at twenty-four (24:00) hours.

1.14. Development or Development Operations: Means the activities and works carried out by THE CONTRACTOR which include, without limitation, the drilling, completing and outfitting of development wells; the design, construction, installation and maintenance of equipment, pipelines, transfer lines, storage tanks, artificial production methods, primary and enhanced recovery systems, decantation, treatment, and storage systems, among others, within an Exploitation Area in the Contracted Area and outside of it, if necessary.

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1.15. Exploration or Exploration Operations: Means all of the research, work and construction carried out by THE CONTRACTOR to determine the existence and location of Hydrocarbons in the subsoil, including, without limitation, geophysical, geochemical, geological, and cartographic methods, and, in general, all activities for surface prospecting, Wildcat Well drilling and other operations directly related to the search for Hydrocarbons in the subsoil.

1.16. Assessment or Assessment Operations: Means all operations and activities carried out by THE CONTRACTOR within an Assessment Area in conformity with Clause 7 herein, aimed at evaluating a Discovery, demarcating the geometry of the reservoir or reservoirs within the Assessment Area and determining, among others, the viability of extracting Hydrocarbons in and of an economically exploitable quantity and quality, and the potential impact caused on the natural and social environments by its commercial exploitation. These operations include drilling Wildcat Wells, detailed seismic acquisition, carrying out production tests, and, in general, other operations to determine whether the Discovery is a Commercial Field and to demarcate it.

1.17. Exploitation: Means Development and Production.

1.18. Effective Date: Means the day on which this Contract is signed and as of which all periods of this agreement shall be counted.

1.19. Natural Gas: Means the mixture of Hydrocarbons in a gaseous state under standard conditions (temperature of sixty degrees Fahrenheit [60ºF] and one [1] atmosphere of absolute pressure) composed of the most volatile components of the paraffinic series of Hydrocarbons.

1.20. Hydrocarbons: Means all organic compounds consisting mainly of the natural mixture of carbon and hydrogen, as well as of the substances associated with or that derive from them.

1.21. Liquid Hydrocarbons: Means all Hydrocarbons produced in the Contracted Area which, under standard temperature and pressure conditions (sixty degrees Fahrenheit [60ºF] and one [1] atmosphere of absolute pressure), are found in liquid state at the wellhead or at the separator, as well as those distilled and condensed from the gas.

1.22. Heavy Liquid Hydrocarbons: Means all Liquid Hydrocarbons with an API gravity equal to or less than fifteen degrees (15º API).

1.23. Default Interest: In the case of Colombian Pesos, it shall mean the maximum legally permitted interest rate certified by the competent authority; in the case of United States Dollars, it shall mean the principal LIBOR rate (London Interbank Borrowing Offered Rate) at three (3) months for dollar deposits, increased by four percentage points (LIBOR plus 4%).

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1.24. Month: Means the period counted from any Day of a Calendar Month and ending on the Day before the same Day of the following month or, in the case of the First Day of the month, the last Day of said month.

1.25. Parties: Upon execution of the Contract, THE ANH and THE CONTRACTOR. Subsequently and at any moment, THE ANH for one party and THE CONTRACTOR and/or its assignees duly accepted by THE ANH, for the other party.

When THE CONTRACTOR Party is made up of more than one company, they shall name one that will act as their representative before THE ANH.

1.26. Exploration Period: Means the period of six (6) Years and three (3) Months counted as of the Effective Date, as well as any extension granted, during which time THE CONTRACTOR must carry out the Minimum Exploration Program.

1.27. Exploitation Period: Means, with respect to each Exploitation Area, the period up to twenty-four (24) Years and their extensions, if such is the case, counted as of the date of the Declaration of Marketability of the corresponding Commercial Field, during which time THE CONTRACTOR shall carry out Production and Development Operations.

1.28. Exploitation Plan: Means the guiding document prepared by THE CONTRACTOR in accordance with Clauses 9 and 10 herein, to perform the technical, efficient and economic Exploitation of each Exploitation Area, and it will include, among others, the calculation of Hydrocarbon reserves, the description of Hydrocarbon Production and Transport facilities, the Hydrocarbon Production projections for the short and medium term, an Abandonment program, and Exploitation Works Program for the remaining part of the Calendar Year in progress or of the following Calendar Year.

1.29. Wildcat Well: Means a well to be drilled by THE CONTRACTOR in the Contracted Area to search for Hydrocarbon reservoirs within an area that has not been tested for Hydrocarbons, or to find additional reservoirs to a Discovery, or to extend the limits of the known reservoirs of a Discovery.

1.30. Production or Production Operations: Means all operations and activities carried out by THE CONTRACTOR in an Exploitation Area with relation to the Hydrocarbon extraction, collection, treatment, storage and decantation processes up to the Point of Delivery, Abandonment and other operations related to obtaining Hydrocarbons.

1.31. Minimum Exploration Program: Means the Exploration Operations plan described in Clause 5 (subsection 5.1) herein, that THE CONTRACTOR agrees to carry out, as a minimum, during each phase of the Exploration Period.

1.32. Subsequent Exploration Program: Means the Exploration Operations plan that THE CONTRACTOR agrees to carry out after the Exploration Period has ended, in accordance with the provisions of Clause 6 (subsection 6.1).

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1.33. Assessment Program: Means the Assessment Operations plan submitted by THE CONTRACTOR to THE ANH in compliance with Clause 7 herein, with the purpose of assessing a Discovery and determining if said Discovery is a Commercial Field. The execution of the Assessment Program and a report on the results for THE ANH are required in order to declare whether a Discovery is a Commercial Field.

1.34. Work Program: Means the description of activities and of the Exploration, Assessment and/or Exploitation Operations within the Contracted Area in accordance with the terms of this Contract. The Work Program shall include the timeline that THE CONTRACTOR must follow in terms of initiating and completing activities, as well as the corresponding budget.

1.35. Delivery Point: Means the location defined by the Parties where THE CONTRACTOR makes a portion of the Hydrocarbon production available to THE ANH. This portion corresponds to the Royalties established in the Law and to the economic fees described in Clause 16.4, regarding Hydrocarbons that originate from the Commercial Field(s) and meet the minimum specifications for entry into the transport system used by THE CONTRACTOR, which are described in the applicable regulations. From that point on, control and custody of said portion of the produced Hydrocarbons will pass to THE ANH. In case the Parties do not reach an agreement regarding the definition of the Delivery Point, said location shall be determined by THE ANH and, in any case, it will be a location situated at the outlet of the treatment unit or at the entrance to the transport system used by THE CONTRACTOR. In any event, the Delivery Point will not be located before the Control Point.

1.36. Control Point: Means the location approved by the Ministry of Mines and Energy in order to determine the volume of Hydrocarbons corresponding to Royalties, the volume of Hydrocarbons for THE CONTRACTOR, and to define the volume for calculating the fee for THE ANH discussed in Clauses 16.2 and 16.4.

CLAUSE 2 — PURPOSE

2.1. Purpose: By virtue of this Contract, THE CONTRACTOR is exclusively granted the right to explore the Contracted Area and to exploit Hydrocarbons belonging to the State that may be found within said area. THE CONTRACTOR shall have the right to a portion of the Hydrocarbon production originating from the corresponding Contracted Area, in accordance with Clause 14 herein.

2.2. Scope: THE CONTRACTOR, exercising the aforementioned right, shall carry out the activities and operations established in this Contract, at its own risk and expense, providing all the necessary resources to plan, prepare, and carry out activities and Exploration, Assessment, Development, and Production Operations within the Contracted Area.

2.3. Exclusion of Rights to Other Natural Resources: The rights granted in this Contract refer exclusively to Hydrocarbons belonging to the State that may be

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discovered within the Contracted Area, and, therefore, they do not extend to any other natural resource that may be present in said area.

Paragraph: In order to avoid interference from the Exploration, Assessment, Development and/or Production Operations that THE CONTRACTOR wishes to carry out in the Contracted Area with work plans and investments corresponding to contracts previously approved by the competent authorities for the exploration and exploitation of minerals that exist in the Contracted Area, THE CONTRACTOR shall reach an agreement with the third parties involved in the aforementioned contracts in order to carry out Operations and work programs for each stakeholder to guarantee the sustainable development of the natural resources. In case THE CONTRACTOR and the third parties involved in contracts for exploration and exploitation of minerals do not reach an agreement to this respect, the disagreement will be submitted to a decision from the Ministry of Mines and Energy, or to the entity that represents it, for reaching a settlement. In any case, compliance with the Exploration, Assessment, Development and/or Production obligations that may be affected will be suspended during the period of negotiations and of the settlement of the disagreement. THE ANH will extend the contractual period by a duration equivalent to the suspension period, if and only if THE CONTRACTOR demonstrates that it has acted diligently in the negotiations.

CLAUSE 3 — CONTRACTED AREA

3.1. Surface Area: The Contracted Area is comprised of a total surface area of approximately nineteen thousand four hundred and five (19,405) hectares and six thousand eight hundred sixty seven (6,867) square meters. This area is described in Schedule A to this Contract and is located within the municipal jurisdiction of Paz de Ariporo in the Department of Casanare. The Contracted Area shall be reduced gradually in accordance with the provisions of this Clause.

3.2. Restrictions: In case a portion of the Contracted Area extends into areas included in the National Natural Park System or other reserved, excluded or restricted zones geographically demarcated by the corresponding authority, or when zones with said characteristics extend into the Contracted Area, THE CONTRACTOR agrees to comply with the conditions imposed by the competent authorities regarding said areas. THE ANH shall not be accountable in any way in this respect.

Whenever THE ANH learns of a private property claim for the Hydrocarbons in the subsoil of the Contracted Area, it will proceed in accordance with the corresponding legal provisions.

3.3. Return of Exploration, Assessment and Exploitation Areas: THE CONTRACTOR shall return the Exploration, Assessment and Exploitation Areas in all the cases provided herein as grounds for return, such as renouncing, expiry of terms, reasons provided in Clause 8 (subsection 8.2), not carrying out the activities of the corresponding Work Programs, or, in general, any other contractual reason obligating THE CONTRACTOR to return the respective area.

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3.4. Voluntary Returns: THE CONTRACTOR may, at any moment, make partial returns of the Contracted Area, as long as these do not interfere with the performance of the contractual obligations herein. If said voluntary returns are made during the Exploration Period, they shall be counted as part of the mandatory return of areas.

3.5. Restoration of Returned Areas: THE CONTRACTOR shall carry out all the necessary Abandonment activities and will restore the returned areas in accordance with Colombian law and with this Contract.

3.6. Demarcation of Returned Areas: The areas returned by THE CONTRACTOR shall include the minimum possible amount of contiguous rectangular blocks delineated by north-south and east-west lines, following a similar grid to the one shown in the cartographic sheets found in the Agustín Codazzi Geography Institute, with coordinates from the MAGNA-SIRGAS datum.

3.7. Formalization of Area Returns: Any return of an area carried out during the course of this Contract shall be formalized by a record signed by the Parties.

CLAUSE 4 — DURATION AND PERIODS

4.1. Duration: The duration of this Contract shall be determined according to the following Clauses.

4.2. Exploration Period: The Exploration Period shall have a duration of six (6) Years and three (3) Months as of the Effective Date and shall be divided into the phases described below. The first phase of the Exploration Period shall begin on the Effective Date and the following phases on the Calendar Day immediately following termination of the previous phase:

Phase 1 for a period of fifteen (15) months

Phase 2 for a period of twelve (12) months

Phase 3 for a period of twelve (12) months

Phase 4 for a period of twelve (12) months

Phase 5 for a period of twelve (12) months

Phase 6 for a period of twelve (12) months

Paragraph: In the event that any or part of the exploration activities in Phase 1 affects a community in a reservation or an ethnic settlement whose existence has been certified by the competent authority, THE ANH will assess the granting of a six-month extension in order to comply with the activities that must be carried out within the area of influence of said communities. The extension will be granted if the competent authorities consider that THE CONTRACTOR is diligently carrying out the necessary activities for the prior consultation. In any case, the activities in Phase 1 will not last for a period grater than twenty-one (21) months, counted as of the Effective Date of the Contract.

4.2.1. Right of Relinquishment during the Exploration Period: During the course of any of the phases of the Exploration Period, THE CONTRACTOR has the right to relinquish this Contract, provided it has complied satisfactorily with the Minimum

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Exploration Program of the phase in progress and with other obligations incumbent upon it. To that end, THE CONTRACTOR shall notify THE ANH in writing before termination of the phase in progress.

4.2.2. Extension of a Phase of the Exploration Period: At the request of THE CONTRACTOR, THE ANH will extend the phase in progress of the Exploration Period until termination of Wildcat Well drilling and/or until the seismic acquisition plus two (2) Months, as long as the following conditions are met:

a)That the Exploration Operations mentioned above form part of the Minimum Exploration Program and they have begun at least one (1) Month before the respective Termination Date of the relevant phase of the Exploration Period;

b)That THE CONTRACTOR has carried out said Exploration Operations in an uninterrupted manner; and

c)That notwithstanding the diligence in carrying out said Exploration Operations, THE CONTRACTOR reasonably believes that the remaining period is insufficient for completing them before the expiry of the phase in progress.

Along with the extension request, THE CONTRACTOR will submit to THE ANH the documents supporting said request and the corresponding guarantee, in accordance with the requirements of Clause 22 herein.

4.2.3. Termination of the Contract due to Expiry of the Exploration Period: The Contract will terminate upon expiry of the Exploration Period if there is no Assessment Area, Exploitation Area or Discovery made in the Contracted Area by THE CONTRACTOR during the final phase of the Exploration Period. In which case, THE CONTRACTOR shall return the entire Contracted Area to THE ANH, without prejudice to the fulfillment of other obligations. THE CONTRACTOR must demonstrate that it has carried out the necessary Abandonment obligations, by proving that the drilled wells have been duly plugged and abandoned, that the surface facilities have been entirely dismantled, and that the environmental cleaning and restoration works have been performed in accordance with the applicable regulations.

4.3. Exploitation Period:

The Exploitation Period is planned separately with respect to each Exploitation Area and, therefore, all references to duration, extension or termination of the Exploitation Period refer to each Exploitation Area in particular.

4.3.1. Duration: The Exploitation Period shall have a duration of 24 Years counted as of the date on which THE ANH receives the Declaration of Marketability described in Clause 8 herein from THE CONTRACTOR.

4.3.2. Extension of the Exploitation Period: THE ANH shall extend the Exploitation Period up to the economic limit of the Commercial Field, at the option of THE CONTRACTOR, as long as the following conditions are met:

a)That THE CONTRACTOR submit the extension request in writing to THE ANH no more than (4) Years but no less than one (1) Year in advance with

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respect to the expiry date of the Exploitation Period of the respective Exploitation Area.

b)That the Exploitation Area continue to produce Hydrocarbons regularly on the date of the request.

c)That THE CONTRACTOR demonstrate that during the four (4) Calendar Years preceding the date of the request it has carried out a drilling program including at least one Well for each Calendar Year and/or that it has kept an active pressure maintenance project, or a secondary, tertiary or enhanced recovery project.

Paragraph: If THE CONTRACTOR does not meet the required conditions of sub-item c) above in their entirety or to their full extent, THE ANH may still grant the extensions, having previously analyzed the arguments presented by THE CONTRACTOR. It is understood that denial of the extension by THE ANH shall not be considered grounds for disagreement and will not undergo the procedure established in Clause 28 herein. In any case, extension of the Exploitation Period shall be formalized by executing an amendment to this Contract.

4.3.3. Voluntary Termination of the Exploitation Period: At any moment during the Exploitation Period, THE CONTRACTOR may terminate this Contract with respect to any Exploitation Area, for which it shall submit written notice to THE ANH no less than three (3) months in advance, without prejudice to the fulfillment of the remaining obligations.

4.3.4. Effects of the Termination of the Exploitation Period: Whenever the operational rights and obligations are terminated for any grounds regarding any Exploitation Area, THE CONTRACTOR shall hand over the wells that are productive at that time as well as the facilities and other buildings, to THE ANH including the acquired goods and easements that benefit exploitation up to the Point of Delivery, even if said goods are located outside the Exploitation Area. With regards to the movable assets destined exclusively for said Exploitation Area, if the termination takes place before completing the first eighteen (18) Years of the Exploitation Period, THE CONTRACTOR shall be obligated to offer to sell them to THE ANH at their book value. If within three (3) Months counted as of the offering date THE ANH has not accepted the offer, THE CONTRACTOR may freely make use of said assets. If the termination takes place after the first eighteen (18) Years of the Exploitation Period, these movable items will automatically be handed over without cost to THE ANH. THE ANH shall decide which wells that are active at that time shall be abandoned and which shall continue to be active. Any disagreement with respect to the nature and the destination of the assets shall undergo the procedure described in Clause 28. Likewise, THE CONTRACTOR agrees to hand over its Environmental License and the necessary financial resources to THE ANH or to whomever THE ANH chooses, in order to fulfill the Abandonment obligations. The application of this Clause will not imply an employer substitution between THE CONTRACTOR and THE ANH.

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CLAUSE 5 – MINIMUM EXPLORATION PROGRAM

5.1. Minimum Exploration Program per Phase: During the Period of Exploration, THE CONTRACTOR shall carry out the Minimum Exploration Program for each phase described in Schedule B, which is an integral part of this Contract. In order to fulfill the Minimum Exploration Program obligations, the Wildcat Wells proposed by THE CONTRACTOR must be Wildcat Wells for a new field (A-3 or A-2 types) or Wildcat Wells that make part of an Assessment Program in accordance with the provisions of Clause 7 (subsection 7.3, sub-item b) herein. In the remaining cases, the Wildcat Wells proposed by THE CONTRACTOR must be previously approved by THE ANH.

5.2. Exploration Works Programs: THE CONTRACTOR agrees to submit the Exploration Works Program to THE ANH regarding the phase it is undertaking, wherein it describes how it plans to fulfill its obligations, no less than eight (8) Calendar Days previous to each phase of the Exploration Period. During the first phase, THE CONTRACTOR shall submit the Exploration Work Program within a period of thirty (30) Calendar Days counted as of the Effective Date.

5.3. Modifications to the Minimum Exploration Program:

5.3.1. During the Phase in Progress: In the course of the first half of the term of any Exploration Period phase, excluding the first phase, THE CONTRACTOR may replace the acquisition and processing of a seismic program contained in the Minimum Exploration Program presented initially for the phase in progress, by reason of the drilling of one or more Wildcat Wells or of the acquisition and processing of a more technologically advanced seismic program, as long as the financial effort of the new Minimum Exploration Program is equivalent to or greater than the initial program presented for the corresponding phase. In this case, THE CONTRACTOR shall notify THE ANH in advance and in writing of the replacement of the Exploration Operations that it intends to carry out.

5.3.2. For the Following Phase: If, following the drilling of a Wildcat Well that turns out dry, THE CONTRACTOR deems that the outlook of the Contracted Area does not justify drilling one (1) Wildcat Well contained in the Minimum Exploration Program for the following phase of the Exploration Period, THE CONTRACTOR may substitute said drilling with the acquisition and processing of a seismic program, as long as the financial effort is equivalent to or greater than the Minimum Exploration Program presented for the corresponding phase and THE CONTRACTOR notifies THE ANH in advance and in writing of the substitution that it intends to carry out.

5.4. Additional Exploration: THE CONTRACTOR may perform additional Exploration Operations to those contained in the Minimum Exploration Program or in the Subsequent Exploration Program, without having to modify the term agreed upon for the execution of the Minimum Exploration Program or the Subsequent Exploration Program of the phase in progress or of the following phases. In order to exercise this right, THE CONTRACTOR shall inform THE ANH in advance of the additional Exploration Operations that it intends to pursue. If said additional Exploration Operations are the same as those described in the Minimum Exploration Program of the following Phase, THE ANH may count said Exploration Operations

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as fulfillment of the exploration obligations agreed upon for the following phase. Conversely, if THE CONTRACTOR wishes to count these additional Exploration Operations as fulfillment of the exploration obligations agreed upon for the following phase, if there is one, THE CONTRACTOR must request this, in writing, from THE ANH who will judge whether it accepts this request or not. If THE ANH accepts the request, THE ANH will determine the manner, either entirely or partially, in which the additional Exploration Operations of the following Exploration Period will be credited.

5.5. Problems during Wildcat Well Drilling: If during the drilling of a Wildcat Well corresponding to the Minimum Exploration Program or to the Subsequent Exploration Program and before reaching the target depth there were to be uncontrollable problems of a geological nature, such as cavities, abnormal pressure, impenetrable formations, severe circulation losses, or other conditions of a technical nature that do not allow further drilling of the Wildcat Well, even if THE CONTRACTOR is willing to continue with drilling operations in keeping with the Good Oil Industry Practices, THE CONTRACTOR may request that THE ANH write off the drilling obligation as fulfilled, by presenting a technical report where the problem and the efforts made to solve it are described in detail. Said report must be submitted to THE ANH within a period of no more than fifteen (15) Calendar Days counted as of the manifestation of the uncontrollable problem mentioned above. If THE ANH allows THE CONTRACTOR to terminate drilling operations for the well in question, THE CONTRACTOR shall Abandon it or complete it up to the reached depth, and the obligation of the Minimum Exploration Program or the corresponding Subsequent Exploration Program shall be understood as performed.

CLAUSE 6 — SUBSEQUENT EXPLORATION PROGRAM

6.1. Subsequent Exploration Program: Upon termination of the Exploration Period and whenever there is at least one Assessment Area or one Exploitation Area or one Discovery made by THE CONTRACTOR in the last phase of the Exploration Period within the Contracted Area, THE CONTRACTOR will be allowed to retain up to fifty percent (50%) of the Contracted Area (excluding Assessment and Exploitation Areas) to carry out a Subsequent Exploration Program in the retained area but outside of the Assessment and Exploitation Areas. In this case, the following procedure will be applied:

a)Before the termination date of the last phase of the Exploration Period, THE CONTRACTOR shall notify THE ANH in writing of its intention to carry out a Subsequent Exploration Program.

b)The notice must describe the Exploration Operations that constitute the Subsequent Exploration Program that THE CONTRACTOR intends to carry out. The Program will be divided in two (2) phases lasting two (2) Years each, the first one counted as of the termination of the last phase of the Minimum Exploration Program. Each phase of the Subsequent Exploration Program must have at least the same Exploration Operations agreed to for the last phase of the Minimum Exploration Period.

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c)After the obligations of the first phase of the Subsequent Exploration Program have been successfully performed, THE CONTRACTOR may decide not to continue with the second phase, which implies returning the areas retained for this purpose in their entirety, or to commence the second phase which means that THE CONTRACTOR will only return fifty percent (50%) of said retained area, excluding the existing Assessment and Exploitation Areas. THE CONTRACTOR shall inform THE ANH in writing of the decision within the Month following termination of the first phase.

It is understood that the returns mentioned in this Clause do not include the existing Assessment and the Exploitation Areas.

6.2. Upon termination of the Subsequent Exploration Program, the Contracted Area shall be limited to the Assessment Areas and/or the Exploitation Areas existing at that time.

CLAUSE 7 — DISCOVERY AND ASSESSMENT

7.1. Notification of Discovery: At any moment within the four (4) Months following the completion of the drilling of any Wildcat Well whose results indicate that there has been a Discovery, THE CONTRACTOR shall inform THE ANH in writing, along with a technical report containing the results of the tests that were preformed, a description of the geological aspects, and the analyses of the fluids and rocks, in the manner indicated by the Ministry of Mines and Energy or by the authority that represents it.

Paragraph: If the Discovery is a Nonassociated Natural Gas Discovery or a Heavy Liquid Hydrocarbon Discovery, THE CONTRACTOR shall equally submit the calculations and other supporting evidence presented to the Ministry of Mines and Energy or to the authority acting in its stead for classification purposes.

7.2. Submittal of the Assessment Program: If THE CONTRACTOR deems that the Discovery has potential commercial value, it will submit and carry out an Assessment Program regarding said Discovery, in accordance with this Clause. If the Discovery takes place during the Exploration Period, THE CONTRACTOR shall submit the Assessment Program within the six (6) Months following completion of the drilling of the Wildcat Discovery Well and, in any case, before expiry of the Exploration Period. If the Discovery is the result of the Subsequent Exploration Program, THE CONTRACTOR shall submit the Assessment Program within the six (6) Months following completion of the drilling of the Wildcat Discovery Well and, in any case, before the next return of areas discussed in Clause 6.

7.3. Content of the Assessment Program: The Assessment Program shall consist, as a minimum, of:

a)            A map with coordinates of the Assessment Area;

b)The description and objectives of each of the Assessment Operations and the potential data that will be collected to determine if the Discovery may be declared as a Commercial Field. If THE CONTRACTOR includes Wildcat

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Well drilling in the Assessment Programs carried out during the Exploration Period, THE CONTRACTOR may credit both performance of the Minimum Exploration Program as well as of the corresponding Assessment Program, with up to two (2) Wildcat Wells, as long as said task is completed before the termination date of the Assessment Program where they were included, or of the phase of the Exploration Period to which said Wells correspond, depending on which comes first;

c)The total annual budget of the Assessment Program;

d)The total duration of the Assessment Program which may not exceed two (2) Years if it includes drilling Wildcat Wells or one (1) Year in any other case, which term will be counted as of the date of submittal of the Program to THE ANH and shall take into consideration the estimated time that will be necessary to obtain permits granted by other authorities;

e)The timeline for carrying out Assessment Operations within the term mentioned in the previous sub-item;

f)The information regarding the destination of Hydrocarbons and other fluids that THE CONTRACTOR intends to extract as a result of the Assessment Operations; and

g)A proposed Delivery Point for consideration by THE ANH.

7.4. Extension of the duration of the Assessment Program: If THE CONTRACTOR decides to drill Wildcat Wells that are not contemplated on the initial Assessment Program, THE ANH will extend the duration of the Assessment Program by an additional duration that will not exceed one (1) Year, as long as the following conditions are met:

a)That THE CONTRACTOR present the request to THE ANH in writing at least two (2) months before the expiry date of the initial period;

b)That THE CONTRACTOR is actively performing the Assessment Operations provided in the Assessment Program;

c)That the required extension is justified by the necessary drilling time and the evidence of the additional Wildcat Well or Wells; and

THE CONTRACTOR must submit the supporting documents to THE ANH along with the extension request.

7.5. Modifications to the Assessment Program: At any moment during the six (6) Months following the date on which the Assessment Program was submitted to THE ANH, THE CONTRACTOR may modify it, for which reason THE CONTRACTOR must inform THE ANH in a timely manner, and adjust the total term of the Program, pursuant to subsection 7.3 sub-item d) in this Clause, without thereby modifying the established initial date.

7.6. Assessment Program Results: THE CONTRACTOR shall present a complete report to THE ANH regarding the Assessment Program results, within three (3) Months following its completion date. Said report shall include, at least: the geological description of the Discovery and its structural configuration; the physical properties of the rocks and fluids present in the reservoirs associated to the Discovery; the pressure, volume, and temperature analysis of the reservoir fluids; the production

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capacity (per well and for the entire Discovery); and an estimate of the recoverable Hydrocarbon reserves.

Paragraph: In case the Discovery consists of Nonassociated Natural Gas or Heavy Liquid Hydrocarbon, and at any moment during the second half of the Assessment Program period, THE CONTRACTOR may request THE ANH to extend the Assessment Program for up to two (2) additional Years in order to perform feasibility studies for constructing infrastructure, about production methods, and/or for the development of markets. In these cases, the request shall include the data related to the feasibility studies in the Assessment Program that THE CONTRACTOR deems necessary. Upon expiry of the granted extension, THE CONTRACTOR shall submit the conclusions and recommendations of the feasibility studies to THE ANH.

7.7. This Clause will only be effective for the Discovery Wildcat Wells drilled by THE CONTRACTOR outside the areas designated as Assessment or Exploitation Areas. Therefore, there will be no Assessment Period whenever the new volumes of Hydrocarbons found are part of an Assessment or Exploitation Area.

CLAUSE 8 — DECLARATION OF MARKETABILITY

8.1. Notice: If applicable, THE CONTRACTOR will submit a written Statement to THE ANH within the three (3) Months following the expiry date of the stipulated term for the execution of the Assessment Program or of the agreed term in accordance with the Paragraph of subsection 7.6 of Clause 7, wherein THE CONTRACTOR declares clearly and precisely its unconditional decision to commercially exploit that Discovery or not. In the affirmative case, the Discovery will be known as a Commercial Field as of the date of the Statement.

8.2. Waiver of rights in the negative case: If THE CONTRACTOR does not submit said declaration to THE ANH within the stipulated term, it shall be understood that THE CONTRACTOR has concluded that the Discovery is not a Commercial Field. If the statement is negative or if no statement is submitted, THE CONTRACTOR accepts that no rights accrued in its favor and, therefore, THE CONTRACTOR waives any claim on the Discovery.

CLAUSE 9 — EXPLOITATION PLAN

9.1. Submittal and Content: THE CONTRACTOR will submit the initial Exploitation Plan to THE ANH within the three (3) months following the Declaration of Marketability discussed in Clause 8, which will include, at least, the following information:

a)            A map with the Exploitation Area coordinates;

b)An estimate of the Hydrocarbon reserves and accumulated production, classified by types of Hydrocarbons;

c)The general outline for the Development of the Commercial Field, which includes a description of the development well drilling program, of the

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extraction methods, of the respective facilities and of the processes to which the extracted fluids will be submitted before the Delivery Point.

d)The annual production forecast for Hydrocarbons and their sensitivities, by using the optimal production rate that allows for maximum economic recovery of reserves.

e)Identification of the critical factors for executing the Exploitation Plan, such as environmental, social, economic, and logistic aspects as well as the methods of dealing them.

f)A proposed Delivery Point for consideration by THE ANH.

g)A basket proposal of maximum three (3) crude oils of a similar quality in order to calculate the Fees for High Prices described in Clause 16.

h)An abandonment program for purposes of Clause 31.

9.2. Delivery of Exploitation Plan: THE ANH will consider the Exploitation Plan as received once THE CONTRACTOR submits all of the above mentioned information. If THE ANH does not receive the Exploitation Plan in its entirety, within the fifteen (15) Calendar Days following the Statement, THE ANH may request delivery of the missing information and THE CONTRACTOR shall have thirty (30) Calendar Days counted as of the receipt of the delivery request. If THE ANH does not issue a pronouncement on the matter within the fifteen (15) Calendar Days following the submittal of the Exploitation Plan by THE CONTRACTOR, it shall be understood that said Plan has been accepted. If THE CONTRACTOR does not deliver the Exploitation Plan on the date established in the previous subsection, or if THE ANH does not receive the missing information within the thirty-day period established in this subsection, this will be considered non-compliance and will require the application of Clause 29.

9.3. Exploitation Area: The Exploitation Area shall be demarcated by a regular polygon, preferably four-sided, that includes the Commercial Field or the portion of it within the Contracted Area, plus a margin no greater than one (1) kilometer surrounding the Commercial Field, whenever the Contracted Area allows it. However the area of the Commercial Field contained in the Exploitation Area may vary, the Exploitation Area will remain unaltered, except for the provisions of the following subsection.

9.4. Extension of the Exploitation Area: If during the course of the Exploitation Period of an Exploitation Area THE CONTRACTOR determines that a Commercial Field extends beyond the Exploitation Area, but within the existing Contracted Area, THE CONTRACTOR may submit to THE ANH a request along with the corresponding supporting documentation for the extension of said Exploitation Area. Having satisfactorily received the aforementioned documentation, THE ANH shall extend the Exploitation Area with the understanding that if said extension overlaps with a different Exploitation Area, the duration of the Exploitation Period that shall apply to the overall Exploitation Area shall be that of the Exploitation Area that was initially declared as marketable.

Paragraph: When the Exploitation Area requested by THE CONTRACTOR in accordance with subsection 9.4 above extends beyond the Contracted Area, THE ANH shall extend the Contracted Area as requested, by proceeding in accordance

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with the contractual procedure of the Assessment Area, except if the following situations present themselves within the requested area:

a)A third party holds the rights granted for the performance of similar or identical activities to those established herein;

b)It is undergoing tender or negotiation proceedings to obtain rights from THE ANH; or

c)There are restrictions imposed by a competent authority, which do not allow performance of the contractual activities.

9.5. Exploitation Plan Update: THE CONTRACTOR shall adjust and present the Exploitation Plan for each of the Exploitation Areas of the Contract, following the procedure described in subsection 9.2 of this Clause, every Calendar Year during the Month of February. If the real Hydrocarbon production from the previous Calendar Year differs from the annual production projection in the Exploitation plan by more than fifteen percent (15%) for any given Exploitation Area, THE CONTRACTOR shall provide justification for the situation.

CLAUSE 10 — EXPLOITATION WORKS PROGRAMS

10.1. Preparation and presentation: If the Exploitation Plan discussed in Clause 9 is presented more than six (6) Months before the end of the Calendar Year in progress, THE CONTRACTOR shall submit the first Exploitation Work Program for the remaining duration of the Calendar Year. For the following Calendar Years, THE CONTRACTOR shall present the Exploitation Works Program for each Calendar Year in the month of November of the preceding Calendar Year.

10.2. Content of the Exploitation Works Program: The Exploitation Works Program for each Exploitation Area shall include, at least:

a)A detailed description of the Development and Production Operations Program that THE CONTRACTOR wishes to carry out during said Year and its corresponding timeline, divided by project and Yearly Quarters, bearing in mind the necessary waiting times for obtaining authorizations and permits from the competent authorities;

b)A monthly production projection for the Exploitation Area during the corresponding Calendar Year;

c)An estimate of the cost (investments and expenses) for the following four (4) Calendar Years or until the Exploitation Period expires, whichever occurs first;

d)The terms and conditions according to which it shall carry out programs in order to benefit the communities of the areas influenced by the Exploitation Area.

10.3. Performance and Adjustments: The Development and Production Operations of the Exploitation Works Program discussed in sub-item (a) above must be performed unreservedly. THE CONTRACTOR shall begin said Exploitation Operations in accordance with the presented timeline. During the performance of the

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Exploitation Works Program, THE CONTRACTOR may make adjustments to said program for the Calendar Year in course, as long as said adjustments do not involve reducing production by more than fifteen percent (15%) with respect to the initial projection. Adjustments may not occur with a frequency of less than three Months, except for emergency situations. THE CONTRACTOR shall give notice of any adjustment to the Exploitation Works Program previously and in writing.

CLAUSE 11 — OPERATION MANAGEMENT

11.1. Autonomy: THE CONTRACTOR shall control all of the operations and activities considered necessary for a technical, efficient and economic Exploration of the Contracted Area and for the Assessment and Exploitation of Hydrocarbons found in said Area. THE CONTRACTOR shall plan, prepare, carry out and control all activities at its own expense and exercising technical and administrative autonomy, in accordance with Colombian law and in keeping with the Good Oil Industry Practices. THE CONTRACTOR shall carry out activities directly or through subcontractors.

11.2. Liability: THE CONTRACTOR shall carry out the operations mentioned herein in a diligent, responsible, efficient, and economically and technically appropriate manner. THE CONTRACTOR will ensure compliance with the terms established in this Contract and in Colombian law from all of its subcontractors. THE CONTRACTOR will be exclusively liable for any damages and losses caused as a result of the activities and operations derived from this Contract, including those caused by its subcontractors, on the understanding that THE CONTRACTOR will not be liable at any time before THE ANH for judgment errors, or for loss or damages that do not result from gross negligence or willful misconduct. If THE CONTRACTOR subcontracts, the subcontracted works and services shall be performed in its name, for which reason THE CONTRACTOR will be directly liable for the obligations established in the subcontract and derived thereof, from which THE CONTRACTOR will not be exonerated by reason of the subcontracting. THE ANH shall not assume any liability for damages caused to third parties by THE CONTRACTOR in furtherance of the operations object of this Contract, or for the contracts or subcontracts, not even by way of joint and several liability.

11.3. Permits: THE CONTRACTOR agrees to obtain at its own risk and expense all licenses, authorizations, permits and other appropriate rights in accordance with the law, in order to carry out the operations in this Contract.

11.4. Loss and Damages of Assets: All costs and expenses necessary to replace losses or repair damages of assets or equipment caused by fire, floods, storms, accidents or other similar events shall be covered by THE CONTRACTOR. THE CONTRACTOR shall inform THE ANH as soon as possible of the losses or damages that have occurred.

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CLAUSE 12 - ROYALTIES

12.1. Collection: THE CONTRACTOR shall leave the Hydrocarbon production percentage corresponding to royalties established in the regulations at THE ANH’s disposal at the Delivery Point. Collection of royalties either in cash or in kind shall be determined by the competent authority.

12.2. Payment of Participations: THE ANH will be the sole body responsible for the payment of participating interests corresponding to royalties to the entities established by the law.

12.3. Collection in Kind: When the collection of royalties is made in kind, THE CONTRACTOR shall deliver the corresponding Hydrocarbon quantity to THE ANH, for which the Parties will have agreed on a procedure to program deliveries and other necessary aspects. In any case, THE ANH shall have one month to withdraw said quantity. If, upon expiry of this term, THE ANH has not collected the Hydrocarbon volume corresponding to royalties, and if THE CONTRACTOR has available storage space in its facilities, THE CONTRACTOR agrees to store said hydrocarbons for up to three (3) consecutive Months, and THE ANH will pay a storage fee which will be agreed upon between the Parties for each individual case. Upon expiry of said term, THE CONTRACTOR may market said volume, in accordance with subsection 12.4 below.

Paragraph: If there is no storage space available, THE CONTRACTOR may continue to use the field and the volume of royalties, crediting to a future delivery the volume corresponding to the royalties that THE ANH had the right to withdraw but did not do so.

12.4. Marketing the royalties volume: Whenever THE ANH deems it convenient and as long as the regulatory provisions allow it, THE CONTRACTOR shall market the portion of the Hydrocarbon production that corresponds to royalties and it will deliver the money originating from said sales to THE ANH. For this purpose, the Parties will agree on the specific terms of said sale, but, in any case, THE CONTRACTOR will make its best effort to sell said production at the highest price in the available markets. THE ANH will acknowledge the direct costs for THE CONTRACTOR as well as a reasonable market margin agreed upon between the Parties.

12.5. Collection in cash: Whenever THE CONTRACTOR must pay royalties in cash, it will give THE ANH the corresponding amounts at the times specified by the competent authority. In case THE CONTRACTOR defaults on the payment, THE CONTRACTOR shall pay THE ANH the necessary quantity to cover the default amount, the corresponding default interest, and the expenses incurred in to carry out the payment.

CLAUSE 13 — MEASUREMENT

13.1. Measurement: THE CONTRACTOR will carry out the measurement, sampling, and quality control procedures for the Hydrocarbons produced and it will maintain the equipment and measuring instruments duly serviced, in accordance with

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the rules and methods accepted in the Good Oil Industry Practices. Following the legal and regulatory provisions in force, it shall carry out the necessary analyses and the pertinent corrections in order to calculate the net volumes for the Hydrocarbons received and delivered under standard conditions. THE CONTRACTOR shall take the necessary measures to preserve the integrity, reliability and security of the facilities and of the control equipment or instruments. THE CONTRACTOR shall also keep periodic service records for said equipment and instruments as well as of the daily Hydrocarbon and fluid production and consumption measurements for each Commercial Field to be revised by THE ANH and by the competent authorities, for the period of time established in the Commercial Code and in the other relevant regulations. THE ANH will have the right to inspect the measuring equipment set up by THE CONTRACTOR, as well as all of the measuring stations in general.

13.2. Common Facilities: Whenever two or more production fields make use of the same development facilities, said facilities must be equipped with a measuring system capable of distinguishing between the productions originating from each field.

CLAUSE 14 — PRODUCTION AVAILABILITY

14.1. Determining volumes: The Hydrocarbons produced, excluding those that have been used for the benefit of the operations of this Contract and those that are inevitably wasted during these functions, shall be transported by THE CONTRACTOR to the Delivery Point. The Hydrocarbons will be measured in the Control Point in compliance with the proceedings mentioned in subsection 13.1 above, and, based on this measurement, the royalty volume discussed in Clause 12 and the remaining Hydrocarbons that belong to THE CONTRACTOR will be determined.

14.2. Availability: After the Control Point and without prejudice to the legal provisions that regulate the matter, THE CONTRACTOR may freely export the Hydrocarbons that correspond to it, or sell them in the country, or administer them in any other way.

CLAUSE 15 — NATURAL GAS

15.1. Use: THE CONTRACTOR agrees to avoid wasting natural gas extracted from a field and, in accordance with the legal and regulatory provisions in force on the matter, THE CONTRACTOR will be allowed to use said gas, before reaching the corresponding Control Point, as fuel for the operations, as an energy source for maximum final recovery of Hydrocarbon reserves, or to store it in the reservoirs for future use for these purposes during the term of the Contract.

15.2. Associated Natural Gas Use: In case THE CONTRACTOR discovers one or more Commercial Fields containing associated Natural Gas, THE CONTRACTOR must submit a project for the use of the associated Natural Gas to THE ANH within the three (3) Years following commencement of the exploitation of each Commercial Field. If THE CONTRACTOR does not comply with this obligation, THE ANH

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may freely use the associated Natural Gas originating from said fields, subject to the legal provisions in force.

CLAUSE 16 — CONTRACTUAL ECONOMIC RIGHTS OF THE ANH

16.1. Fees for the Use of the Subsoil: The use of the subsoil by THE CONTRACTOR shall accrue the following fees in favor of THE ANH:

16.1.1 Exploration Areas: Starting from the second phase of the Exploration Period and in each subsequent phase, THE CONTRACTOR shall acknowledge and pay THE ANH a fee in dollars of the United States of America, which amount shall be the result of the multiplication of the number of hectares and hectare fractions of the Contracted Area, excluding the Exploitation Areas, by the figures in the table below. This payment shall be made in the course of the Month following commencement of the corresponding phase.

Amount per phase in USD / Hectare

Area size	For the first 100,000 Ha.		For each additional hectare to the 100,000 Ha.
Duration of Phase	< 12 months	> 12 months	< 12 months	> 12 months
In Polygons A and B	0.75	1.0	1.0	1.5
Outside of the Polygons	0.5	0.75	0.75	1.0
Offshore Areas	0.25

16.1.2. Assessment and Exploitation Areas: THE CONTRACTOR shall acknowledge and pay THE ANH a fee in dollars of the United States of America, which amount shall be the result of multiplying the hydrocarbon production that corresponds to THE CONTRACTOR in accordance with Clause 14 by eleven point nineteen cents (USD 0.1119) per Liquid Hydrocarbon barrel. This amount shall increase annually according to the I(n-2) defined in Clause 16.2, starting on January first of every year, by rounding the result of the update to four decimal places. For Natural Gas, this amount shall be of one point one hundred nineteen cents of a dollar of the United States of America (USD 0.01119) per one thousand cubic feet (1,000 CF). This amount shall increase annually in accordance with I(n-2) defined in Clause 16.2, starting on January first of every year and rounding the result of the update to five decimal places. This payment shall be made per calendar semester in arrears, during the first month of the following semester.

Paragraph: The natural gas production destined for re-injection operations or other processes directly related to the production of the same field from which it was extracted shall not incur the payment of production fees mentioned in subsection 16.1.2.

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16.2. High Price Fees:

For Liquid Hydrocarbons: From the point on which the accumulated production of each Exploitation Area, including the royalty volume, surpasses five (5) million Liquid Hydrocarbon barrels, and in the event that the price of the crude oil referenced in “West Texas Intermediate” (WTI) surpasses the Base Price Po, THE CONTRACTOR shall pay THE ANH a fee in United States Dollars, payable per Calendar Month in arrears during the thirty (30) Calendar Days following each expiry.

For Natural Gas: Five (5) years after commencing exploitation of the field, marked by the resolution of acceptance issued by the competent authority, and in the event that the price of Natural Gas referenced in “U.S. Gulf Coast Henry Hub” surpasses the Base Price Po, THE CONTRACTOR shall pay THE ANH a fee in United States Dollars, payable per Calendar Month in arrears, during the thirty (30) Calendar Days following each expiry.

The amount payable for this fee for each Exploitation Area shall be the result of the following formula:

Where:

Value of Hydrocarbons at Delivery Point:

For Liquid Hydrocarbons:

For the purposes of this formula, it shall be the reference price for the corresponding Calendar Month, expressed in dollars of the United States of America per Barrel (USD/Bl) of a basket of maximum three (3) crude oils of a similar quality to those originating from each Exploitation Area, presented by THE CONTRACTOR in the Exploitation Plan, agreed upon with THE ANH, and adjusted for the Delivery Point, by a pre-established margin.

If, after the procedure for determining the Value of Liquid Hydrocarbons in accordance with the previous paragraph, there are differences, either in excess or deficiency, of the reference price of the basket and the real sales price at the Delivery Point by more than three percent (3%), the affected party may demand a revision of the basket or of the adjustment margin. For purposes

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provided herein, the real sales price of Liquid Hydrocarbons produced in the Exploitation Area for the corresponding Calendar Month shall be the weighted average of the sales prices settled by THE CONTRACTOR with non-economically related buyers, or who have any other type of corporate relationship, so that the transactions may be set within regular commercial practices, deducting transportation and decanting prices between the Delivery Point and the reference sales point in accordance with the rates set by the Ministry of Mines and Energy or whoever represents it.

Whenever THE CONTRACTOR sells Liquid Hydrocarbons for purposes of refining them for local supply, the provisions of subsection 16.5 of this Clause will be applied.

For Natural Gas:

For purposes of this formula, it shall be the real sales price for Natural Gas for the production of the corresponding Calendar Month, expressed in Dollars of the United States of America per million British Thermal Units (BTU) (USD / MMBTU), settled between THE CONTRACTOR and the buyers, deducting transportation costs between the Delivery Point and the real sales point, as long as the result is not less than the calculation resulting from using the Henry Hub reference price minus the reference transportation cost established by the Ministry of Mines and Energy. If the result is lower, the value used shall be that of the result of the Henry Hub reference price minus the reference transportation cost established by the Ministry of Mines and Energy.

THE ANH may revise this price at any moment.

Po:

For liquid hydrocarbons, it is the base crude petroleum price marker, expressed in dollars of the United States of America per Barrel (USD / Bl) and for Natural Gas, it is the average price for Natural Gas in Dollars of the United States of America per million British Thermal Units (USD / MMBTU) shown in the following table:

API gravity of the Liquid Hydrocarbons Produced	Po (USD / Bl) (Year 2008)
>15 and <22	$31.35
>22 and <29	$30.22
>29	$29.10
Discoveries located more that 300 meters in water depth	$35.82
Exported Natural Gas produced - distance in a straight line between Delivery Point and Reception Point in country of destination, in kilometers	Po USD / MMBTU
>0 and <500	$6.72
>500 and <1000	$7.83
>1000 or	$8.95

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For the exploitation of Heavy Liquid Hydrocarbons with an API gravity greater than ten degrees (10º), the Po shall be of forty-four dollars and seventy seven cents of a dollar of the United States of America per barrel (USD 44.77/Bl) and for Heavy Liquid Hydrocarbons with an API gravity less than or equal to ten degrees (10º), THE CONTRACTOR shall not pay any Fees to THE ANH for High Prices. For Natural Gas that is destined for local consumption, in cases where the price is regulated by the Energy and Gas Regulation Commission (CREG) or by the entity that substitutes it, THE CONTRACTOR shall not pay any Fees to THE ANH for High Prices; otherwise, the Parties shall agree upon the Natural Gas marker and the Po value and execute the corresponding contract.

The Po base price shall be adjusted annually as of the first (1st) of January of each Year, according to the following formula:

Po = Po(n-1) x (1 + I(n-2))

Where:

n:	Is the beginning Calendar Year for which the calculation is being made
n-1:	Is the immediately previous Calendar Year
n-2:	Is the Calendar Year immediately previous to year n-1
Po:	Is the Po if force for the beginning year as a result of the formula, rounded to two decimal points.
Po(n-1):	Is the Po value for the immediately previous Calendar Year (n-1)
I (n-1):	Is the annual variation, expressed in a fraction, of the producer price index for the United States of America published by the Department of Labor of that country — PPI Finished Goods WPUSOP 3000 — between the end of Calendar Year n-2 and the corresponding index of the year immediately previous to n-2 rounded to four decimal points.

The above mentioned calculation shall be calculated during the month of December of each year.

Paragraph: In case the crude oil price marker “West Texas Intermediate” or the natural gas marker “US Gulf Coast Henry Hub” (P) is no longer recognized as the international benchmark price marker, THE ANH shall choose the new crude oil or natural gas marker to be used and modify the table based on the new index, maintaining the equivalences for Po values for the crude oil marker “West Texas Intermediate” or for the natural gas marker “US Gulf Coast Henry Hub”.

THE ANH may request THE CONTRACTOR in writing, no less than three months in advance, that this payment be made in kind during a period of no less than six (6) months. THE CONTRACTOR shall agree to this request as long as it does not affect the commercial agreements it has entered into. The volume corresponding to THE ANH shall be determined by calculating Factor “A”.

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16.3. Production Tests: The Liquid Hydrocarbons obtained as a result of the production tests carried out by THE CONTRACTOR shall also incur the fees mentioned in the previous items.

16.4. Participation in Production during the Extension to the Exploitation Period: In all cases of extension to the Exploitation Period of an Exploitation Area, THE CONTRACTOR shall acknowledge and pay THE ANH a sum equal to ten percent (10%) of the light Liquid Hydrocarbons value at the Delivery Point, or to five percent (5%) in the case of nonassociated Natural Gas or Heavy Liquid Hydrocarbons, as a fee for participation in the production obtained by THE CONTRACTOR as of the expiry date of the initial duration of the Exploitation Period, which production has been assessed in the Control Point, after having deducted the percentage corresponding to royalties. The economic fees discussed in items 16.1.2 and 16.2. shall not be accrued on this participation. The fees for the use of the subsoil during the extension to the Exploitation Period and for high prices mentioned in items 16.1.2 and 16.2 respectively, shall only be accrued on the volume of THE CONTRACTOR after deducting the participation fee discussed in this subsection.

16.5. Prices for Local Supply: Whenever THE CONTRACTOR sells its crude oil to meet the refinery needs for local supply, prices shall be calculated based on the international price, pursuant to Resolution No. 18-1709 of December 23, 2003 issued by the Ministry of Mines and Energy, or to any legal or regulatory provision that modifies or substitutes it.

CLAUSE 17 — UNIFICATION

When an economically exploitable reservoir extends continuously to another area or areas outside the Contracted Area, THE CONTRACTOR, in agreement with THE ANH and with the other interested parties, must put into practice, with the prior approval of the competent authority, a unified exploitation cooperative plan, subject to the provisions of Colombian law.

CLAUSE 18 — OWNERSHIP OF ASSETS

18.1. Ownership: In compliance with the dispositions of Clause 4 (subsection 4.3.4), the facilities, assets, materials, and equipment owned by THE CONTRACTOR permanently destined for developing Exploitation Operations up to the Delivery Point, shall be handed without cost to THE ANH at the moment of returning the Contracted Area or upon termination of this Contract, whichever takes place first after the initial eighteen (18) Years of the Exploitation Period, even if said assets are located outside the Contracted Area.

18.2. At the moment of returning the Contracted Area or upon termination of this Contract, whichever takes place first after the initial eighteen (18) Years of the Exploitation Period, THE CONTRACTOR shall transfer to THE ANH, without cost, all of the rights derived from contracts under the project financing mode, such as

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Leasing, construction, Exploitation and asset reversion, BOT (Build, Operate, and Transfer), BOMT (Build, Operate, Maintain, and Transfer), BOOT (Build, Own, Operate, and Transfer), MOT (Modernize, Operate, and Transfer) and the like, which establish the obligation of transferring property of the assets, equipment, and facilities to THE CONTRACTOR upon termination, and when said contracts have been executed for the development of the Exploitation Period of the corresponding area. In any case, in the event that said contracts are executed for a period greater than the Exploitation Period, they shall require previous authorization from THE ANH.

18.3. Inventory: THE CONTRACTOR shall carry out physical inventories of the equipment and assets related to Exploitation Operations, at reasonable intervals, at least every three (3) Calendar Years, cataloguing them as owned by THE CONTRACTOR or by a third party. THE ANH will have the right to representation when these inventories take place. For this purpose, THE CONTRACTOR shall notify THE ANH no less than fifteen (15) Calendar Days in advance.

18.4. Asset Use: THE CONTRACTOR may use the assets or equipment located up to the Delivery Point and that are not vital for maintaining the existing exploitation conditions. Nevertheless, after the initial eighteen (18) Years of the Exploitation Period for each Exploitation Area or when 80% of its tested reserves have been produced, whichever occurs first, THE CONTRACTOR will require previous authorization from THE ANH to use said assets.

CLAUSE 19 — INFORMATION SUPPLY AND CONFIDENTIALITY

19.1.       Technical Information: THE CONTRACTOR shall keep THE ANH permanently and continuously informed of the progress and the results of the operations. Therefore, apart from the documents required by different Clauses herein, THE CONTRACTOR shall present THE ANH with all of the data of a scientific, technical, and environmental nature as it is being obtained and before the expiry date of each of the phases of the Exploration Period and/or by Calendar Year during the Exploitation Period, obtained in accordance with this Contract. This Exploration and Exploitation data shall be delivered to THE ANH according to the Exploration and Exploitation Data Supply Manual.

19.2. Confidentiality: The Parties agree that all of the data and information produced, obtained or developed as a result of the operations herein is considered strictly confidential during the following five (5) Calendar Years counted as of the end of the Calendar Year wherein they were produced, obtained, or developed; or until the termination of the Contract; or until the partial return of an area with regards to the information obtained from the returned area, whichever occurs first. Regarding interpretations based on data obtained as a result of the operations herein, this term shall be of twenty (20) Calendar Years counted as of the date of mandatory delivery to THE ANH; or until termination of this Contract; or until the partial return of an area with regards to the information obtained from the returned area, whichever occurs first. This regulation does not include information or data that the Parties must provide in compliance with the legal and regulatory provisions in force; or requested by its affiliates or by the regulations for any stock market in which THE

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CONTRACTOR or its associates are registered. Nevertheless, the Party must inform the other Party of the delivery of said information. Restrictions to the release of information shall not interfere with the data and information supply from THE CONTRACTOR to interested companies in the event of an assignment of rights regarding the Contracted Area, as long as said companies execute the corresponding confidentiality agreement that complies with the provisions of this Clause. THE ANH agrees to refrain from divulging to third parties any data or information obtained as a result of the operations carried out by THE CONTRACTOR, except when necessary for compliance with any legal provision applicable to THE ANH, or for the correct performance of its functions. In any other case, THE ANH will require previous authorization from THE CONTRACTOR.

19.3. Information Rights: Upon completion of the confidentiality term established in the above Clause, it is understood that THE CONTRACTOR transfers to THE ANH all of its rights regarding said Data and their interpretations, without prejudice to the right of THE CONTRACTOR to use said information. As of this moment, THE ANH may freely make use of this information.

19.4. Informative Meetings: THE ANH may summon THE CONTRACTOR at any moment during the term of this Contract for informative meetings.

19.5. Semi-annual Executive Report: Apart from the information discussed in other Clauses herein, in the Data Supply Manual, and the information requested by Colombian law, THE CONTRACTOR shall provide THE ANH with the basic and summarized information on topics such as: marketability, reserves, real and projected production, Exploration, Assessment and Exploitation Operations carried out and estimated for the following Calendar Year, personnel, industrial security, environment and communities, national content in contracting, among others. The second semester report shall be the Annual Operations Report and the program to be carried out in the following Calendar Year. These reports shall be presented within the sixty (60) Calendar Days following the end of each calendar semester.

CLAUSE 20 — INSPECTION AND MONITORING

20.1. Visits to the Contracted Area: During the term of this Contract, THE ANH will be allowed to visit the Contracted Area, at its own risk, at any moment, and using the proceedings it considers necessary, in order to inspect and monitor the activities of THE CONTRACTOR and of the subcontractors directly related to this Contract, in order to confirm compliance herewith. THE ANH may likewise verify the accuracy of the received information. If the inspector detects errors or irregularities by THE CONTRACTOR, the inspector may make observations that must be answered to by THE CONTRACTOR in writing and within the period of time established by THE ANH.

THE CONTRACTOR shall provide THE ANH representative with transportation, lodging, food and other facilities at its own expense and under the same conditions as those provided for its own staff.

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20.2. Delegation: THE ANH may delegate inspection and monitoring of the operations of the Contracted Area, in order to confirm that THE CONTRACTOR is abiding by the contractual obligations herein as well as Colombian law. The absence of inspection and monitoring activities by THE ANH does not exempt THE CONTRACTOR in any way from complying with the obligations of this Contract nor does it imply an abatement thereof.

CLAUSE 21 — INSURANCE

21.1. Insurance policies: THE CONTRACTOR will acquire the necessary insurance policies required by Colombian law and any other regular insurance according to the Good Oil Industry Practices. THE CONTRACTOR will likewise request each subcontractor who carries out any work for the development of this Contract, to obtain the insurance policies it considers necessary and to maintain them in force. The expenses that originate from contracting and maintaining these insurance policies in force will be covered by THE CONTRACTOR.

21.2. Policy for Compliance with Work Obligations: THE CONTRACTOR shall create an insurance policy that guarantees the payment of salaries, service provision, indemnifications, and other work-related amounts owed for possible law suits originating from claims from personnel hired by THE CONTRACTOR acting as their sole and true employer. The term of the policy will not be less than three (3) Years counted as of the termination date of this Contract and the insured value shall be equal to ten percent (10%) of the budget of THE CONTRACTOR allocated for the execution of this Contract during the year previous to its termination.

CLAUSE 22 — GUARANTEES

22.1. Purpose of the Guarantees: THE CONTRACTOR shall furnish guarantees in favor of THE ANH in the manner, terms, and conditions provided in the Contract, which shall ensure compliance and the correct performance of all of the obligations for each phase of the Exploration Period and of the Subsequent Exploration Program, if such is the case, and of all other activities inherent in said obligations. Under no circumstances will this guarantee have the nature of a penalty clause.

22.2. Form of the Guarantee: THE CONTRACTOR shall establish, at its own expense, one or more “stand by” letter of credits, of an unconditional and irrevocable nature and payable upon presentation, with a bank or a financial institution legally established in Colombia, or any other instrument or institution previously accepted by THE ANH.

22.3. Guarantee Delivery: THE CONTRACTOR shall deliver to THE ANH the guarantees mentioned in this Clause, in accordance with the essential terms of the format contained in Schedule C hereof, no less than eight (8) Calendar Days in advance of the starting date of each phase of the Exploration Period or of the Subsequent Exploration Program, according to the case. THE CONTRACTOR shall deliver the guarantee for the initial phase within the fifteen (15) Calendar Days

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following the signing of the Contract. If THE CONTRACTOR is not able to present the guarantees to THE ANH within the stipulated term for duly evidenced reasons beyond its control, THE CONTRACTOR may postpone the delivery date. If THE CONTRACTOR does not deliver the guarantees according to the established terms, said omission shall be considered grounds for non-compliance with the Contract.

22.4. Value of the Guarantees: THE CONTRACTOR shall furnish the guarantees corresponding to each phase of the Exploration Period or of the Subsequent Exploration Program accordingly, for ten percent (10%) of the budget of the phase of the Minimum Exploration Program or of the Subsequent Exploration Program respectively, denominated in dollars of the United States of America and payable in Colombian pesos. Under no circumstance will the value of the guarantee for each phase be less than one hundred thousand dollars of the United States of America (USD 100.000) or more than three million dollars of the United States of America (USD 3.000.000).

22.5. Duration of the Guarantees: Each and every one of the guarantees shall have a period equal to the term of the phase whose obligations they guarantee plus three (3) Months. In case of an extension, the guarantees shall likewise be extended or replaced by other guarantees for the same value and with a minimum duration equal to the duration of the extension plus three (3) more Months.

22.6. Rejection of Guarantees: THE ANH will reject the guarantees furnished by THE CONTRACTOR if these do not meet the requirements established in this Clause.  THE ANH shall have one (1) Month, as of the date of receipt discussed in subsection 22.3, to notify THE CONTRACTOR of its rejection and to return the presented guarantees. THE CONTRACTOR shall have eight (8) Calendar Days as of said notification to correct the guarantee. If the guarantee is not corrected, the rejected guarantees will be understood as not delivered for purposes of the provisions of subsection 22.3.

22.7. Enforceability of the Guarantees: THE ANH will enforce the guarantees whenever THE CONTRACTOR breaches any of the guaranteed obligations, without prejudice to the fulfillment of the remaining contractual obligations. Payment of the standby letter of credit(s) does not exonerate THE CONTRACTOR from its obligation to indemnify the damages caused by its default. THE ANH reserves the right to resort to the mechanisms for resolution of controversies when the value of the guarantee does not cover the indemnification amount.

CLAUSE 23 — SUBCONTRACTORS, PERSONNEL AND TECHNOLOGY TRANSFER

23.1. Subcontractors: In order to carry out the operations discussed in this Contract, THE CONTRACTOR may execute contracts to obtain services and assets, either nationally or internationally, abiding by Colombian law, and at its own risk and expense. THE CONTRACTOR must include in the subcontracts the stipulations that require subcontractors to abide by Colombian legislation and by the provisions of this Contract.

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23.2. Contractor and Subcontractor Lists: THE CONTRACTOR shall keep an updated record of all the work, service, and supplies contracts, which shall be available to THE ANH whenever it requires. The record must specify, at least, the name of the supplier, contractor or subcontractor, the purpose, the value and the duration of the Contract.

23.3. Domestic Component: THE CONTRACTOR will make an effort to give priority to domestic bidders with assets and services of a domestic origin, with equal competitive conditions for quality, opportunity and price.

23.4. Personnel: For all legal purposes, THE CONTRACTOR shall act as the sole employer of the workers it hires to develop the activities of this Contract and, as a result, THE CONTRACTOR will be liable for the labor obligations that arise from the respective relations or employment contracts, such as payment of salaries and fringe benefits, payroll taxes, pension, health, and professional risk contributions and affiliation fees to the Integral Social Security Systems in accordance with the law. THE CONTRACTOR shall train Colombian personnel adequately and diligently in order to replace foreign personnel that THE CONTRACTOR considers necessary for the execution of the operations herein. In any case, THE CONTRACTOR shall comply with the legal provisions that regulate the proportion of national and foreign employees and workers.

23.5. Technology Transfer. Obligation to carry out research, training, education and support programs for the scholarship program of THE ANH:

For purposes of supporting institutional and sector strengthening, THE CONTRACTOR agrees to carry out research, training, and education programs at its own expense, and to support the scholarship program of THE ANH, whose objectives, terms, conditions, and beneficiaries will be determined by THE ANH during the course of this Contract.

All expenses for the research, training and education programs as well as for supporting the scholarship program of THE ANH, up to the limit established in this Clause, except for work programs carried out to comply with the affirmative covenant in this Clause, shall be assumed entirely by THE CONTRACTOR. Under no circumstances will THE CONTRACTOR bear the work expenses derived from the research, training, education and scholarship beneficiaries.

In order to comply with the affirmative covenant provided in this Clause, THE CONTRACTOR agrees to carry out and pay for research, training, and education programs, as well as for the scholarship program of THE ANH in each phase of the Exploration period and the corresponding extensions, for up to twenty-five percent (25%) of the amount resulting from the multiplication of the number of hectares and the fraction of hectares of the Contracted Area by the amount shown in the table defined in Clause 16 (subsection 16.1.1). This calculation shall be made at the beginning of each phase, including the first one.

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With respect to the Exploitation Areas, the affirmative covenant provided in this Clause shall be calculated for up to ten percent (10%) of the amount of the fee for the use of the subsoil discussed in Clause 16 (subsection 16.1.2) for each Calendar Year.

Under no circumstance will THE CONTRACTOR pay an affirmative covenant pursuant to this Clause for a value greater than one hundred thousand dollars of the United States of America (USD 100,000) per phase or per Calendar Year, as the case may be. The covenant shall be paid within the Month following commencement of the respective phase or per Calendar Year, as the case may be, according to the calculation that THE ANH has made for this purpose.

Compliance with the affirmative covenant provided in this Clause shall be made by THE CONTRACTOR through a third party designated by THE ANH.

For purposes of this Contract, THE CONTRACTOR may comply by adhering as trustor to the payment and administration autonomous capital created for this function at the Financiera Energética Nacional —FEN-.

CLAUSE 24 — OPERATOR

24.1. Without prejudice to the fulfillment of operations directly, THE CONTRACTOR may hire a third party to act as operator, as long as said third party has experience, proficiency and financial stability. In these cases, the naming of a third party as operator will require definitive approval by THE ANH.

24.2. If THE CONTRACTOR is a group made up of two or more companies, it must indicate which one will act as operator.

24.3. THE CONTRACTOR must request previous authorization by THE ANH, for cases where more than two different operators at the same time are required, according to this Contract.

24.4. If the operator decides to quit, it must notify of its decision no less than ninety (90) Calendar Days in advance.

24.5. If the operator is a third party and THE ANH becomes aware that it has carried out negligent behavior or behavior contrary to the Good Oil Industry Practices regarding compliance with the obligations herein, THE ANH must notify THE CONTRACTOR, who shall have ninety (90) Calendar Days counted as of the request to exercise the corrective measures for the case. If said behavior continues after the mentioned term has expired, THE ANH shall request THE CONTRACTOR to change the operator.

CLAUSE 25 — ASSIGNMENT RIGHTS

25.1. Right: THE CONTRACTOR has the right to assign or transfer, in whole or in part, its interests, rights, and/or obligations granted by this Contract, having obtained

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previous written authorization from THE ANH, to another company, consortium, or temporary association who has the financial standing, technical competence, professional skills and legal capacity required to work in Colombia.

25.2. Procedure: To this end, THE CONTRACTOR will file a written request with THE ANH indicating the essential elements of the negotiation, such as the name of the possible assignee, the information regarding their legal personality, financial standing, and technical and operational capacity, the value of the fees and obligations to be assigned, the scope of the operation, etc. Within the sixty (60) business days following receipt of the request presented in its totality, THE ANH shall exercise its discretionary power to analyze the information submitted by THE CONTRACTOR, after which it shall make its decision without having to provide reasons thereto. In case any of the companies that make up the group of THE CONTRACTOR undergoes fusion, separation, takeover, or associative transformations of any other nature, it will suffice to inform THE ANH in a timely manner, without prejudice to the information that may be required by other Colombian authorities. THE ANH reserves the right to assess the new conditions provided by THE CONTRACTOR or by any of the companies that make it up, with regards to financial capacity, technical competence, professional skills, and legal personality necessary to act and may require the furnishing of guarantees.

Paragraph: When the assignments occur in favor of companies that control or direct THE CONTRACTOR, any of the companies that form it, or their affiliates or subsidiaries, or among companies that form the same economic group, said assignment will be considered accepted by THE ANH if the latter does not issue a statement during the given term.

CLAUSE 26 — INDEMNITY

THE CONTRACTOR shall indemnify, defend, and keep THE ANH indemnified, as well as its employees and property, for any claim or suit brought by THE CONTRACTOR, its directors, agents, personnel, employees and representatives, derived from actions or omissions during the development and execution of this Contract. THE CONTRACTOR shall be solely responsible for damages or losses caused to third parties by actions or omissions from THE CONTRACTOR, its directors, agents, personnel, employees and representatives, during the development and execution of this Contract.

CLAUSE 27 — FORCE MAJEURE AND THIRD PARTY ACTS

27.1. Definitions: For purposes of this Contract, Force Majeure means an unforeseeable event that cannot be resisted, such as a law, an authority act, a flood or earthquake, etc.; and Third Party Acts means the unavoidable, judicially beyond control of the Party that puts it forward, such as a war, a malicious act by a third party, etc. For purposes of this Contract, both Force Majeure as well as Third Party Acts will be considered reasons for exemption from liability and will suspend compliance with non-financial obligations that have been affected by these

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circumstances, as long as they are an external cause, and the party receiving the notification accepts the unforeseeable or unavoidable nature of the event claimed.

Paragraph: For purposes of this Contract, the rainy season and the environmental license proceedings will not be grounds for exoneration by force majeure or act of god with respect to the drilling obligations, as those situations are foreseeable by THE CONTRACTOR.

27.2. Suspension: Compliance with the obligations of this Contract will be suspended for the time during which either of the Parties is unable to fulfill them, in whole or in part, for reasons of Force Majeure or Unavoidable Third Party Acts. When either of the Parties is affected by said circumstances, it shall notify the other Party within the following fifteen (15) Calendar Days, invoking this Clause and providing the appropriate justifications that specify the causes for said impediment, the way in which these affect fulfillment of the corresponding obligation, the estimated duration of the suspension of activities, and any other information that may demonstrate the event that occurred and its unavoidability.

27.3. Acceptance: Within the fifteen Calendar Days following receipt of the notification, the non-affected Party shall reply, in writing, whether it accepts the reason for exemption of liability. The periods for fulfillment of the affected obligations will be suspended upon acceptance. In this case, the suspension shall come into effect as of the moment on which the Force Majeure act occurred. If the non-affected party does not reply within said period, the reason for exemption of liability will be understood as accepted and compliance with the affected obligation will be suspended. Said suspension will only interrupt the affected obligations.

27.4. Resumption of activities: The Party affected by the reason for the exemption of liability shall resume performance of the suspended obligations within the Month following the cessation of the event that triggered the suspension. In which case, it shall inform the other Party within the following fifteen (15) Calendar Days. The Party that must comply with the obligation will make its best effort to comply with it following the terms and conditions agreed upon by the Parties.

27.5. Effects on duration: If the suspension hinders performance of any of the Exploitation Operations of any of the phases in the Minimum Exploration Program or in the Subsequent Exploration Program, and said hindrance lasts for more than two (2) consecutive Months, THE ANH shall restore the contractual term with a term equal to the duration of the hindrance, without prejudice to the extension of the existing guarantee or to a new guarantee that THE CONTRACTOR must produce, in accordance with the terms of Clause 22.

CLAUSE 28 — RESOLUTION OF CONTROVERSIES BETWEEN THE PARTIES

28.1. Executive Instance: Any difference or disagreement that may arise during the execution of and with relation to the Contract shall be resolved by the agents of the Parties authorized for said purpose. If the disagreement has not been settled within a

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period of thirty (30) Calendar Days counted as of the written notice, the issue shall be presented before the highest executive residing on Colombia of each of the Parties, in order to seek a joint solution. If the Parties reach an agreement or make a decision regarding the issue in question within the thirty (30) Calendar Days following the date on which one of the Parties requested the other to present the disagreement before the aforementioned executives, said agreement or decision shall be signed and executed within the fifteen (15) Calendar Days following the date on which the agreement was reached.

28.2. Arbitration and Expert Testimony Instance: If the highest executives of the Parties do not reach an agreement or make a decision within the aforementioned thirty (30) days, or if they do not sign or execute the agreement within the aforementioned fifteen (15) days, either party may make use of the mechanisms provided in items 28.2.1, 29.2.2, and/or 28.2.4, as the case may be, in the following manner:

28.2.1. Technical Expert Opinion: If the issue involves a technical disagreement, it shall be subject to an expert advisory opinion chosen as follows: one expert from each Party and a third expert chosen by the two primary experts and, if there is a disagreement between them, and at the request of either Party, said third expert will be appointed by the professional association that deals with the issue in question, or the like, who acts as technical consultant for the National Government with head offices in Bogota.

Once the experts have been chosen:

a)The experts will give their opinion within thirty (30) Days as of the date of their designation. The experts will indicate the time and place where they will receive information from the Parties.  If the experts consider it necessary, the Parties may request an extension on the initial period:

b)The Parties will deliver all of the pertinent information that the experts consider necessary;

c)The Parties will focus on and define the issues subject to expertise;

d)The costs and expenses of the technical experts will be paid by the Parties in equal amounts; and

e)The final decision will be made by a majority and will be binding for the Parties with the effects of a settlement.

28.2.2. Accounting Expert Opinion: If the issue involves an accounting disagreement, it will be subject to the opinion of experts who must be qualified public accountants chosen as follows: one expert from each Party and a third expert chosen by the two primary experts and, if there is a disagreement between them, and at the request of either Party, said third expert will be appointed by the Central Board of Accountants of Bogota (Junta Central de Contadores de Bogotá). Once said experts have been appointed, the process shall proceed as stipulated in items a) through e) above.

28.2.3. Controversy regarding the nature of the issue: In case the Parties disagree on the nature of the technical, accounting or legal controversy, it shall be considered of a legal nature.

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28.2.4. Arbitration: Any disagreement or controversy derived from or related to this Contract, which is not a technical or accounting disagreement, shall be resolved by arbitration. The Arbitral Tribunal shall be made up of three (3) arbitrators appointed by both Parties by common consent. If the Parties do not reach an agreement on the designation of arbitrators, upon submittal of a request by either Party, the arbitrators shall be appointed by the Center for Commercial Arbitration and Conciliation of the Chamber of Commerce of Bogota, D.C. In any case, the arbitrators shall have a qualified experience of more than five (5) years regarding oil industry issues. The Tribunal shall be governed by the relevant Colombian legislation in force and its decision shall be at law. The arbitration will be carried out in Spanish.

28.2.5. Exclusion: In accordance with the provisions of Clause 4 herein (subsection 4.3.2 — Paragraph), a lack of agreement between the Parties for the extension of the Exploitation Period of each Exploitation Area shall not be grounds for disagreement and will not be subject to the procedures established in this Clause.

CLAUSE 29 — TERMINATION

29.1 Grounds for Termination: This Contract as well as all of the rights of THE CONTRACTOR will be terminated in any of the following cases:

a)Upon expiry of the Exploration Period if THE CONTRACTOR has not made a Discovery;

b)Upon expiry of the Exploitation Period. In this case, the effects of the Contract regarding the Exploitation Area where the Exploitation Period has ended will also end;

c)Upon renouncement of THE CONTRACTOR during the Exploration Period, in the cases provided in Clause 4 (subsection 4.2.1);

d)Upon relinquishment by THE CONTRACTOR during any moment of the Exploitation Period;

e)At any moment by mutual agreement between the Parties;

f)Upon declaration of non-compliance by THE CONTRACTOR;

g)As a result of any of the grounds for Unilateral Termination provided in this Contract;

h)As a result of grounds for termination or expiry established by the Law.

In the cases provided in items f), g), and h), THE ANH shall make the guarantee discussed in Clause 22 effective, without prejudice to any remedy or action it decides to file.

29.2. Grounds for Termination by Non-compliance: The following are grounds for termination for non-compliance:

a)Assigning this Contract, in whole or in part, without complying with the stipulations of Clause 25;

b)Suspending Exploration Operations without justification for more than six (6) continuous months within a same phase;

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c)Suspending Assessment and/or Exploitation operations without justification for a period of more than half the period of the Assessment Program in any given Assessment Area, or for six (6) continuous months in an Exploitation Area;

d)Take wrongful advantage of resources and minerals that are not included in this Contract;

e)Omitting the timely delivery of technical data originating from the Exploration, Assessment, Development, or Production Operations, thus hindering the ability of THE ANH to carry out its functions properly;

f)Failing to comply with the delivery of guarantees in accordance with the provisions of Clause 22 (subsection 22.3);

g)Failing to comply, without justification, with any other obligation contracted by THE CONTRACTOR by virtue and related to the purpose of this Contract.

29.3. Procedure for Declaration of Non-compliance: If any of the grounds for non-compliance occur, THE ANH may terminate this Contract sixty (60) Calendar Days as of the date on which THE ANH presents a request in writing to THE CONTRACTOR, indicating the grounds for the declaration of non-compliance, provided THE CONTRACTOR has not presented satisfactory explanations to THE ANH within the twenty (20) Business Days following the date of receipt of the request, or if THE CONTRACTOR has not corrected the reason for non-compliance with the Contract within a period of sixty (60) Days. If THE CONTRACTOR presents satisfactory explanations to THE ANH within the period of twenty (20) Business days mentioned above, and the remaining period of sixty (60) Calendar Days is insufficient to comply with the pending obligations, THE ANH may grant an additional period to allow said compliance and it will demand that THE CONTRACTOR present the necessary guarantees for the additional period plus three (3) Months, within three (3) business days following receipt of the communication in which THE ANH grants the additional period. If the necessary corrective measures have not yet been taken at the expiry of the additional period, THE ANH shall declare non-compliance and the termination of this Contract. It is understood that the period for compliance with pending obligations considered in this subsection does not constitute, in any case, an extension of the period agreed for execution of the Minimum Exploration Program of any phase in progress, nor does it modify the periods for the phases following the Exploration Period.

29.4. Unilateral Grounds for Termination: THE ANH may unilaterally declare termination of this Contract in the following cases:

a)By reason of a liquidation process of THE CONTRACTOR, if it is a legal entity.

b)By reason of judicial attachment of THE CONTRACTOR that gravely affects compliance with the Contract.

If THE CONTRACTOR is made up of more than one legal entities and/or natural persons, the grounds for termination in the items above shall be enforced only when these gravely affect compliance with the Contract.

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Paragraph: Regarding each phase where there is an obligation to drill a Wildcat Well or Wells, THE CONTRACTOR shall file the relevant requests before the Ministry of the Environment, Housing and Territorial Development, to obtain the corresponding environmental license within ninety (90) Calendar Days, at the latest, following commencement of the corresponding phase. Non-fulfillment by THE CONTRACTOR of this obligation shall be grounds for termination by reason of non-compliance with the terms of Clause 29 (section 29.2, sub-section (g)).

29.5. Mandatory clauses: THE ANH shall declare this Contract effectively terminated, expired, or liquidated upon the occurrence of the clauses enacted by the rule of law, such as those provided in Law 418 of 1997 and subsequently extended and amended by Laws 548 of 1999 and 782 of 2002, or in Law 40 of 1993, or in the laws that substitute or amend them.

29.6. Subsequent Obligations: Upon termination of this Contract on any grounds and at any moment, the Parties are obligated to comply in a satisfactory manner with their mutual legal obligations as well as with the obligations towards third parties and contracted herein. This shall include assuming responsibility for losses and damages arising after the Contract has been unilaterally terminated, and there will be indemnifications and compensations of a legal nature for reasons attributable to THE CONTRACTOR.

CLAUSE 30 — ENVIRONMENT

30.1. THE CONTRACTOR shall pay special attention to protection of the environment and to compliance with the applicable regulations in these matters. It shall likewise adopt and carry out specific contingency plans to attend to emergencies and repair damages, in the most efficient and timely manner.

30.2. THE CONTRACTOR shall inform THE ANH semiannually on the environmental aspects of the Operations that are being conducted, on the application of preventive plans and contingency plans, and on the status of any steps taken before the competent environmental authorities in the matter of permits, authorizations, concessions or licenses, as the case may be.

In those phases of the Contract involving activities whose performance is subject to the granting of environmental licenses, permits, concessions or authorizations, THE CONTRACTOR shall commence, before the competent authorities and within ninety (90) Calendar Days following the start of the relevant phase, all steps required for such purpose.

Non-observance by THE CONTRACTOR of the period established in this subsection, or its lack of diligence in the relevant procedures, shall prevent it from invoking before THE ANH delays in obtaining the licenses, permits, concessions or authorizations as grounds to request an extension or suspension of the obligations related to the relevant phase.

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30.3. When any activity or Exploration Operation requires environmental permits, authorizations, concessions or licenses, THE CONTRACTOR shall abstain from carrying them out unless and until it obtains said permits, authorizations, concessions or licenses.

30.4. Without the approval of the environmental impact studies and the issuance of the corresponding environmental licenses or other requirements, THE CONTRACTOR may not commence Exploitation.

30.5. The non-performance of any of the obligations referred to in subsections 30.1, 30.2, 30.3 and 30.4 is grounds for termination due to breach of the terms of Clause 29 (subsection 29.2, sub-item (g)).

CLAUSE 31 — ABANDONMENT

31.1. Abandonment: Without prejudice to the provisions of subsection 4.3.4 of this Contract, in all cases where there is to be a return of areas, both inland and offshore, THE CONTRACTOR shall schedule and carry out all Abandonment activities, in accordance with Colombian law and observing Good Oil Industry Practices.

31.2. Return of Exploration Areas and Assessment Areas: Within sixty (60) days following the date on which the return of Exploration Areas or Assessment Areas is to take place, THE CONTRACTOR shall carry out an Abandonment program, to the satisfaction of THE ANH and other competent authorities.

31.3. In Exploitation Areas: The Exploitation Plan of each Exploitation Area shall include the relevant Abandonment program. In addition, in the updates to the Exploitation Plan referred to in subsection 9.4, THE CONTRACTOR shall make the necessary adjustments to the Abandonment program.

31.4. Abandonment Fund:

31.4.1. Creation: At the end of the first Calendar Year of the Month in which THE CONTRACTOR began commercial and regular production of Hydrocarbons in any Exploitation Area, and from that moment on, THE CONTRACTOR shall keep in its accounts a special record called Abandonment Fund and, to guarantee the availability of the necessary financial resources to carry out the Abandonment program mentioned in the preceding subsection, THE CONTRACTOR shall establish a fiduciary mandate, a bank guarantee, or another instrument accepted by THE ANH. In either case the terms and conditions of the instrument agreed upon shall be determined by the Parties within the year immediately preceding the date on which the Abandonment Fund is to be established. In the event that no agreement is reached, THE CONTRACTOR must still furnish a bank guarantee upon the terms of this Clause.

31.4.2 Value of the Abandonment Fund: The value of the Abandonment Fund at the end of each Calendar Year shall be that resulting from applying the following formula:

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AMA = (PAH ÷ RIH)2 x CAB

where:

AMAis the value of the Abandonment Fund that THE CONTRACTOR must record for each Exploitation Area, at the end of each Calendar Year.

PAHis the cumulative volume of Hydrocarbons produced from each Exploitation Area, from the start of its production until December 31 of the Year for which this calculation is made.

RIHare the proven Hydrocarbon reserves of each Exploitation Area, expressed in Barrels of Liquid Hydrocarbons, in accordance with the Exploitation Plan and its updates. This value includes the cumulative production (PAH) plus the remaining proven reserves.

CABis the updated estimated cost of the Abandonment operations of each Exploitation Area. In the case of annual adjustments, the CAB will be reduced by the value of the already executed Abandonment costs.

All Hydrocarbon production and reserve calculations referred to above (PAH and RIH) shall be made in Barrels of Liquid Hydrocarbons. Therefore the Parties agree that for purposes of making the relevant conversion, five thousand seven hundred (5,700) cubic feet of gas, at Standard Conditions, are equivalent to one (1) Barrel of Liquid Hydrocarbons.

The variables of the formula shall be reviewed and updated annually by THE CONTRACTOR, based on the actual disbursements of the Abandonment activities carried out and the Hydrocarbon production and reserve volumes.

Paragraph: For purposes of this Clause, Proven Reserves are the amount of Hydrocarbons which, based on the geological and engineering analyses, THE CONTRACTOR deems with reasonable certainty can be commercially recoverable, as of a specified date, based on the known reservoirs and in accordance with economic conditions, operating methods and the prevailing regulatory framework at the time of the calculation.

31.5. Compliance with the obligations referred to in this Clause does not exempt THE CONTRACTOR from its obligation to carry out at its own expense and risk all Abandonment operations in each Exploitation Area.

CLAUSE 32 — CONTRACTUAL DOMICILE AND GOVERNING LAW

For all purposes of this Contract, the Parties fix the city of Bogota, D.C., Republic of Colombia as their domicile. This Contract is governed in all its parts by Colombian law and THE CONTRACTOR waives any attempt at a diplomatic claim in all matters related to its rights and obligations arising from this Contract, except in case of denial of justice. It is understood that there will be no denial of justice when THE CONTRACTOR has had access to all resources and means of action that are in order in accordance with Colombian law.

39

CLAUSE 33 — SPOKESPERSON

Without prejudice to the rights which THE CONTRACTOR may legally have, derived from legal provisions or from the Clauses of this Contract, THE ANH shall be the spokesperson for THE CONTRACTOR with respect to the Colombian authorities in all matters related to the activities conducted under this Contract, whenever it is required to do so, and shall provide the officers and government entities with all data and reports that may be legally required. THE CONTRACTOR will be required to prepare and furnished to THE ANH the relevant reports. The expenses incurred by THE ANH to attend to any matter referred to in this Clause, shall charged to THE CONTRACTOR, and when said expenses exceed five thousand dollars of the United States of America (USD$5,000) or their equivalent in Colombian currency, the prior approval of THE CONTRACTOR will be required. The Parties declare, for any relationship with third parties, that neither what is established in this Clause nor elsewhere in the Contract, implies the granting of a general power-of-attorney nor that the Parties have established a civil or commercial partnership or any other relationship under which either Party may be considered jointly and severally liable for the acts or omissions of the other Party or as having the authority or mandate which may compromise the other Party with respect to any obligation. This Contract relates to activities within the territory of the Republic of Colombia.

CLAUSE 34 - PAYMENTS AND CURRENCY

34.1. Currency: All payments to be made by THE CONTRACTOR in favor of THE ANH, by virtue of this Contract, shall be made in dollars of the United States of America, when the exchange regulations allow it, or in Colombian pesos and at the bank designated by THE ANH for such purpose. THE CONTRACTOR may make payments in foreign currency, when so permitted by the exchange regulations and upon previous authorization by THE ANH.

34.2. Exchange Rate:  When it is necessary to convert dollars of the United States of America into Colombian pesos, the market reference exchange rate certified by the Banking Superintendence, or the entity acting in its stead, applicable to the date of payment, shall be used.

34.3. Default Interest: If the payments to be made by THE CONTRACTOR in favor of THE ANH, by virtue of this Contract, are not made upon the established terms, THE CONTRACTOR shall pay Default Interest at the maximum legal rate permitted.

CLAUSE 35 — TAXES

THE CONTRACTOR will be subject to Colombian tax legislation.

40

CLAUSE 36 — NOTICES AND COMMUNICATIONS

36.1. Domicile for Notices and Communications: Notices and communications between the Parties shall be sent to the representatives of the Parties, to the domicile registered for legal notices which, as of the date of execution of this Contract are:

For THE ANH: Calle 99 No. 9 A 54, Torre 3, Of. 1401. Bogota D.C., Colombia

For THE CONTRACTOR: Calle 113 No. 7-21. Torre A Of. 812. Bogota D.C., Colombia.

36.2. Change: Any change in the person of the representative or in the domicile indicated above must be officially reported to the other Party within five (5) Days following its occurrence.

36.3. Effectiveness: Communications between the Parties in connection with this Contract shall be effective upon receipt by the Party to which they were addressed at the domiciles indicated above and in any case when they have been delivered at the domicile for legal notices registered with the Chamber of Commerce.

CLAUSE 37 — EXTERNAL COMMUNICATIONS

Whenever THE CONTRACTOR must issue public statements, announcements or communications with respect to this Contract regarding information that might affect the normal development of this Contract, THE CONTRACTOR shall request prior written authorization from THE ANH. In any event, external communications regarding Discoveries made, Discoveries declared or to be declared commercial, and volume of Hydrocarbon reserves must be authorized by THE ANH.

CLAUSE 38 — LANGUAGE

For all purposes and actions related to this Contract the official language is Spanish.

CLAUSE 39 — CONTRACT DOCUMENTS

The following documents are an integral part of this Contract:

1.  Schedule A (Boundaries and map)

2.  Schedule B (Minimum Exploration Program)

3.  Schedule C (Model Letter of credit)

CLAUSE 40 — FORMALIZATION

This Contract will be formalized through its signing by the Parties.

41

In witness whereof, this Contract is signed in Bogotá on the sixteenth (16th) day of April of the year two thousand eight (2008), in two original copies bearing the same weight.

AGENCIA NACIONAL DE HIDROCARBUROS

/s/ JOSÉ ARMANDO ZAMORA REYES

JOSÉ ARMANDO ZAMORA REYES

DIRECTOR GENERAL

HUPECOL CARACARA LLC

/s/ MARCELA VACA TORRES

MARCELA VACA TORRES

LEGAL REPRESENTATIVE

42

SCHEDULE A

CONTRACTED AREA

SCHEDULE TO THE EXPLORATION AND PRODUCTION CONTRACT FOR “LA CUERVA” BLOCK

The block described below has a total area of nineteen thousand four hundred and five (19,405) hectares and six thousand eight hundred and sixty-seven (6,867) square meters. The cartographic information was taken from the Colombian Political Map, digital file from IGAC (Agustin Codazzi Geological Institute) at a scale of 1:1,500,000.

LA CUERVA BLOCK

The polygon formed by the vertices listed below has an area of nineteen thousand four hundred and five (19,405) hectares and six thousand eight hundred and sixty-seven (6,867) square meters and it is located within the municipal jurisdiction of Paz de Ariporo in the Department of Casanare. This Area is described below and shown in the map labeled “Exhibit A” which forms an integral part of this Contract, as well as the corresponding charts; the reference point used is Geodesic Vertex “GPS-D-AR-014” of the Agustin Codazzi Geological Institute, whose GAUSS flat coordinates originating in Bogota, MAGNA-SIRGAS datum are: E: 1,367,881.722 meters, N: 1,277,133.934 meters, which correspond to MAGNA-SIRGAS datum geographical coordinates Latitude 7º 5’ 25,131” North of the Equator, Longitude 70º 44’ 57,486” West of Greenwich.

Point A:

From said vertex, proceed in a direction S 1º 47’ 12.874” E, for a distance of 149745.772 meters until reaching point A, which coordinates are N: 1127460.982 meters, E: 1372551,154 meters.

Point B:

From that point, proceed in a direction S 89º 59’ 59,366” E, for a distance of 1561546 meters until reaching point B, whose coordinates are: N: 1127460,934 meters, E: 1388166.614 meters. The entire length of the “A-B” line borders the AGUA VERDE section operated by CEPCOLSA.

Point C

From that point, proceed in a direction S 0º 0’ 0,714” W, for a distance of 5781,488 meters until reaching point C, whose coordinates are: N: 1121679,446 meters, E: 1388166.594 meters. The entire length of the “B-C” line borders the AGUA VERDE section operated by CEPCOLSA.

Point D

From that point, proceed in a direction S 44º 49’ 14,871” W, for a distance of 6130,693 meters until reaching point E, whose coordinates are: N: 1112135,157 meters, E: 1372551,111 meters. The entire length of the “A-B” line borders the AGUA VERDE section operated by CEPCOLSA.

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From that point, proceed in a direction N 0º 0’ 0,579” E, for a distance of 15325,825 meters until reaching A, the starting and finishing point for the demarcation. The entire length of the “E-A” line borders the AGUA VERDE section operated by CEPCOLSA.

AREAS, DIRECTION AND DISTANCE CALCULATION FROM GAUSS COORDINATES WITH ORIGIN IN BOGOTA, MAGNA-SIRGAS DATUM

Data and Results Table for LA CUERVA Block

Municipal Jurisdiction of Paz de Ariporo in the Department of Casanare

	FLAT COORDINATES
Point	NORTH	EAST	Distance	Dif. North	Dif. East	DIRECTION
VERT	1,277,133.934	1,367,881.722
			149,745.772	-149,672.95	4,669.43	S 1º 47’ 12.874” E
A	1,127,460.982	1,372,551.154
			15,615.460	-0.05	15,615.46	S 89º 59’ 59.366” E
B	1,127,460.934	1,388,166.614
			5,781.488	-5,781.49	-0.02	S 0º 0’ 0.714” W
C	1,121,679.446	1,388,166.594
			13,455.669	-9,544.31	-9,484.79	S 44º 49’ 14.871” W
D	1,112,135.139	1,378,681.804
			6,130.693	0.02	-6,130.69	N 89º 59’ 59.394” W
E	1,112,135.157	1,372,551.111
			15,325.825	15,325.83	0.04	N 0º 0’ 0.579” E
A	1,127,460.982	1,372,551.154

AREA OF THE POLYGON (Ha): 19,405.6867

44

45

SCHEDULE B - MINIMUM EXPLORATION PROGRAM

SCHEDULE TO THE EXPLORATION AND PRODUCTION CONTRACT FOR “LA CUERVA” BLOCK

THE CONTRACTOR agrees to carry out, as a minimum, the following Exploration Program:

Phase 1

Duration: Fifteen (15) months

Minimum Exploration Activities:

1.Acquisition, processing, and interpretation of seventy-nine (79) Km(2) of new seismic 3D.

2.Drilling 2 (two) Wildcat Wells of a minimum depth of four thousand (4000) feet.

3.Environmental Licensing

Phase 2 to 6

Duration: Twelve (12) months each

Minimum Exploration Activities:

1.Drilling one (1) Wildcat Well per phase of a minimum depth of four thousand (4000) feet.

NB: It is understood that this exploration program is designed to search exclusively for Conventional Hydrocarbons. It does not include any activity related to Carbon Associated Methane Gas, a hydrocarbon whose exploration licenses are currently suspended pursuant to Agreement 042 of November 29, 2006, issued by the Directive Counsel of THE ANH.

46

SCHEDULE C — LETTER OF CREDIT MODEL

SCHEDULE TO THE EXPLORATION AND PRODUCTION CONTRACT FOR “LA CUERVA” BLOCK

LETTER OF CREDIT NO.	:
PLACE AND DATE OF ISSUANCE	:
EXPIRY DATE	: (Corresponds to the duration of the respective phase plus three (3) months)
NOMINAL VALUE	:	(US$               )
ISSUING BANK	:	[Name of the Issuing Bank ]
BENEFICIARY	: Agencia Nacional de Hidrocarburos - ANH
ORDER PLACED BY	: [Name of the Company]
NAME OF CONTRACT	:

We hereby notify you that for account and by order of [ Name of the Company ], hereinafter THE CONTRACTOR, we have issued this irrevocable standby letter of credit in your favor, for the amount in Colombian pesos resulting from the market representative exchange rate at the date on which the non-compliance communication provided below was sent to us, for the sum of                 dollars of the United States of America (US$             ), in order to guarantee compliance and the correct execution of any or all obligations of Phase          of the Exploration Period, which has a duration of                      and all other activities inherent in said obligations arising from HYDROCARBON EXPLORATION AND PRODUCTION CONTRACT xxxxxxxxxxxx signed between THE CONTRACTOR and THE ANH on the          day of                 , hereinafter THE CONTRACT.

It is understood that the responsibility of [Name of Issuing Bank] derived from this standby letter of credit is limited solely and exclusively to the amount in Colombian lawful currency mentioned above.

In case of non-compliance by THE CONTRACTOR with all or any of the obligations and other activities inherent in said obligations derived from THE CONTRACT, mentioned in the first paragraph of this standby letter of credit, hereinafter the GUARANTEED OBLIGATIONS, the Beneficiary shall notify [Name of Issuing Bank] at its offices in               , of said non-compliance, within the effective term of this letter of credit. On the same date on which we receive said notice, we shall proceed to pay to the order of the Beneficiary the amount claimed and charged to this letter of credit, without exceeding, in any case, the total guaranteed amount.

47

If no communication of non-compliance is sent within the period of this letter of credit, our responsibility derived from said letter will cease.

The notice by which [ Name of Issuing Bank] is informed of the non-compliance of the GUARANTEED OBLIGATIONS shall consist of a document duly signed by the Legal Representative of THE ANH or whoever represents him/her, wherein the non-compliance by THE CONTRACTOR with the GUARANTEED OBLIGATIONS is presented, and payment of this letter of credit is requested. Said communication must include the number of the letter of credit as well as the amount for which it will be used, converted into Colombian lawful currency at the market representative exchange rate in force at the date on which said communication is sent to us, evidenced by a certificate from the Financial Superintendency of Colombia or the entity representing it for said purpose.

This document shall be governed by the “Uniform Customs and Practices Documentary Credits” (latest edition) published by the International Chamber of Commerce (ICC).

Name and Signature of the Legal Representative for the Issuing Bank

48

TABLE OF CONTENTS

CLAUSE 1 —	DEFINITIONS		2
CLAUSE 2 —	PURPOSE		6
CLAUSE 3 —	CONTRACTED AREA		7
CLAUSE 4 —	DURATION A PERIODS		8
CLAUSE 5 —	MINIMUM EXPLORATION PROGRAM		10
CLAUSE 6 —	SUBSEQUENT EXPLORATION PROGRAM		12
CLAUSE 7 —	DISCOVERY AND ASSESSMENT		13
CLAUSE 8 —	DECLARATION OF MARKETABILITY		15
CLAUSE 9 —	EXPLOITATION PLAN		15
CLAUSE 10 —	EXPLOITATION WORKS PROGRAMS		17
CLAUSE 11 —	OPERATION MANAGEMENT		18
CLAUSE 12 —	ROYALTIES		18
CLAUSE 13 —	MEASUREMENT		19
CLAUSE 14 —	PRODUCTION AVAILABILITY		20
CLAUSE 15 —	NATURAL GAS		20
CLAUSE 16 —	CONTRACTUAL ECONOMIC RIGHTS OF THE ANH		21
CLAUSE 17 —	UNIFICATION		25
CLAUSE 18 —	OWNERSHIP OF ASSETS		25
CLAUSE 19 —	INFORMATION SUPPLY AND CONFIDENTIALITY		26
CLAUSE 20 —	INSPECTION AND MONITORING		27
CLAUSE 21 —	INSURANCE		28
CLAUSE 22 —	GUARANTEES		28
CLAUSE 23 —	SUBCONTRACTORS, PERSONNEL AND TECHNOLOGY TRANSFER		29
CLAUSE 24 —	OPERATOR		31
CLAUSE 25 —	ASSIGNMENT RIGHTS		31
CLAUSE 26 —	INDEMNITY		32
CLAUSE 27 —	FORCE MAJEURE AND THIRD PARTY ACTS		32
CLAUSE 28 —	RESOLUTION OF CONTROVERSIES BETWEEN THE PARTIES		33
CLAUSE 29 —	TERMINATION		35
CLAUSE 30 —	ENVIRONMENT		37
CLAUSE 31 —	ABANDONMENT		38
CLAUSE 32 —	CONTRACTUAL DOMICILE AND GOVERNING LAW		39
CLAUSE 33 —	SPOKESPERSON		39
CLAUSE 34 —	PAYMENTS AND CURRENCY		40
CLAUSE 35 —	TAXES		40
CLAUSE 36 —	NOTICES AND COMMUNICATIONS		40
CLAUSE 37 —	EXTERNAL COMMUNICATIONS		41
CLAUSE 38 —	LANGUAGE		41
CLAUSE 39 —	CONTRACT DOCUMENTS		41
CLAUSE 40 —	FORMALIZATION		41
SCHEDULE A —		CONTRACTED AREA	43
SCHEDULE B —		MINIMUM EXPLORATION PROGRAM	46
SCHEDULE C —		LETTER OF CREDIT MODEL	47

49

EX-10.3

Exhibit 10.3

EXPLORATION AND PRODUCTION CONTRACT NO. 27 OF 2009

MINIRONDA 2008 — LLANOS ORIENTALES BLOQUE LLA-34

AGENCIA NACIONAL DE HIDROCARBUROS/ NATIONAL HYDROCARBON AGENCY

SECTOR:	LLANOS ORIENTALES BLOQUE LLA-34
CONTRACTOR:	LLANOS 34 JOINT VENTURE (WINCHESTER OIL AND GAS S.A.- RAMSHORN INTERNATIONAL LIMITED
DATE:	MARCH 13, 2009

The Contracting parties:

Agencia Nacional de Hidrocarburos hereinafter referred to as ANH, a special administrative unit accountable the Ministry of Mines and Energy, created under Decree Law 1760 of June 26, 2003, having its principal place of business in Bogotá, D.C., represented by ARMANDO ZAMORA REYES, of legal age, bearer of Citizenship Card No. 19.303.017 issued in Bogotá, D.C., domiciled in Bogotá, D.C. and who states:

That as General Director of ANH, he acts on behalf of and represents this Agency.

That as evidenced in Minutes No. 15 of the Board of Director’s meeting held on December 18, 2007, he has been authorized by the Board of Directors of ANH to enter into this Agreement.

That under Resolution 254 dated June 20, 2008, the General Director acting under the authority granted by the Agency’s Superior Council in Agreement 01 of 2007, included the following areas as part of the Mini Ronda 2008 to contract the exploration and exploitation of hydrocarbons: Valle Medio Magdalena-Catatumbo, Valle Superior of the Magdalena River, Llanos Orientales, Putumayo and the Cordillera Oriental.

That under Resolution No. 401 dated July 30, the General Director of the ANH ordered the opening of a call to participate in Mini Ronda 2008 — Valle Medio Magdalena-Catatumbo, Valle Superior of the Magdalena River, Llanos Orientales, Putumayo and the Cordillera Oriental.

1

After completing the above process, ANH awarded Bloque LLA-34 in Resolution No. 694 of December 26, 2008 to Winchester Oil and Gas S.A. and Ramshorn International Limited, which had presented a joint proposal, under the agreement that they would enter into a Joint Venture Agreement.

and UNION TEMPORAL LLANOS 34, formed by i) Ramshorn International Limited, a company organized and existing under the laws of Bermuda having its principal place of business in Bermuda, and a branch office established in Bogotá D.C., in accordance with public deed No. 3553 issued December 22, 2003 at the office of 11th Public Notary of Bogotá D.C., represented by Gladys Rocío del Pilar Bernal Duque, of legal age, a Colombian citizen, bearer of Citizenship Card No. 52.029.083 issued in Bogota, and ii) Winchester Oil and Gas S.A., a company organized and existing under the laws of Panama, having its principal place of business in Panama City and a branch office established in Bogotá D.C., in accordance with public deed No. 3429 issued on November 29, 2002, at the office of the 36th Public Notary of Bogotá D.C., represented by Orlando Sardi de Lima, of legal age, a Colombian citizen, bearer of Citizenship Card No. 14.983.640 issued in Cali.

That the Articles of Incorporation of Union Temporal Llanos 34 were executed on December four (4), 2008.

That Orlando Sardi de Lima is the main representative of Union Temporal Llanos 34 and that Gladys Rocío del Pilar Bernal Duque is the deputy representative.

That both are fully authorized to enter into this agreement, as stated in the Articles of Incorporation of Union Temporal Llanos 34, executed on December four (4), 2008.

The undersigned hereby state under oath that neither they nor the Joint Venture they represent have any incompatibility or are in any way ineligible to execute this Agreement

That the companies that make up Union Temporal Llanos 34, have proven to have and agree to maintain their legal, financial capacity, their technical expertise as well as the necessary professional skills to perform the activities included herein.

For all purposes hereof, Union Temporal Llanos 34 will be referred to as THE CONTRACTOR.

The companies that are part of Union Temporal Llanos 34 will be jointly and severally liable to the ANH and Third Parties for the full compliance of this Agreement.

2

ANH and THE CONTRACTOR hereby agree to enter into this Exploration and Production Agreement (E&P) under the terms and conditions set forth in Annex A and in Annexes B,C,D, and E which are an integral part of this Agreement.

This Agreement will become effective upon its execution by the parties.

Notices and communications between the parties will be sent to the representative of each party, at the address indicated as the office registered for notices, which on the date hereof are as follows:

ANH: Calle 99 No. 9A-54, Piso 14, Bogotá, Colombia.

THE CONTRACTOR:

i)RAMSHORN INTERNATIONAL LIMITED: Carrera 9 NO. 74-08, oficina 806, Bogotá, Colombia.

ii)Winchester Oil and Gas S.A., Carrera 7 No. 71-52, Torre B, Oficina 1101, Bogotá, Colombia.

Any change in the individual acting as representative or in the addresses stated above must be officially reported to the other Party within the five (5) working days following the date in which it is registered before the Colombian Chamber of Commerce.

Communications between the parties with regards to his Agreement are effective upon receipt thereof by the Party to which they are addressed and at the address indicated above and in any event, when said communications have been received at the address registered at the Colombian Chamber of Commerce for judicial notices.

3

In witness whereof, this Agreements is executed in Bogota, on the thirteenth (13) day of March, 2009 in three (3) originals.

AGENCIA NACIONAL DE HIDROCARBUROS

/s/ JOSE ARMANDO ZAMORA REYES

JOSE ARMANDO ZAMORA REYES

General Director

UNION TEMPORAL LLANOS 34

/s/ ORLANDO SARDI DE LIMA

ORLANDO SARDI DE LIMA

Representative

WINCHESTER OIL AND GAS S.A.

/s/ GLADYS ROCIO DEL PILAR BERNAL DUQUE

GLADYS ROCIO DEL PILAR BERNAL DUQUE

Representative

RAMSHORN INTERNATIONAL LIMITED

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ANNEX A- TERMS AND CONDITIONS

TABLE OF CONTENTS

Clause	Section	Page
	DEFINITIONS	9

CHAPTER I- PURPOSE, SCOPE AND DURATION
1. Purpose	11
2. Scope	11
3. Contract Area	14
4. Duration and Periods	15
5. Exclusion of Rights Over Other Natural Resources	17
CHAPTER II- EXPLORATION ACTIVITIES
6. Mandatory Exploration Program	18
7. Exploration Plan	18
8. Modifications to the Mandatory Exploration Program	19
9. Subsequent Exploration Program	19
10. Additional Exploration	20
11. Remaining Investment	20
12. Problems Arising During the Drilling of Exploration Wells	21
13. Notice of Discovery	21
14. Assessment Program	21
15. Declaration of Marketability	24
CHAPTER III- PRODUCTION ACTIVITIES
16. Production Area	24
17. Broadening the Production Area	24
18. Development Plan	25
19. Delivery of the Development Plan	25
20. Updating the Development Plan	26
21. Annual Operations Plan	26
22. Abandonment Fund	27

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CHAPTER IV- CONDUCTING OPERATIONS
23. Autonomy	29
24. Operator	29
25. Designated Operator	29
26. Obtaining Permits	30
27. Subcontractors	30
28. Metering	30
29. Production Availability	31
30. Unification	31
31. Natural Gas Present	31
32. Damages and Loss of Assets	32
33. Inspection and Follow Up	32
34. Programs to Benefit Communities	32
CHAPTER V- ROYALTIES AND OTHER GENERAL OBLIGATIONS
35. Royalties	34
36. Price for Internal Supply	34
37. Local Goods and Services	34
CHAPTER VI- CONTRACTUAL RIGHTS OF ANH
38. Rights for Subsoil Use	34
39. Fees for High Prices	35
40. Economic Right for Participation in Production	35
41. Economic Rights in Production Tests	35
42. Participation in Production During the Extension of the Production Period	35
43. Technology Transfer	35
CHAPTER VII- INFORMATION AND CONFIDENTIALITY
44. Supply of Technical Information	37
45. Confidentiality of the Information	37
46. Rights Over Information	37

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47. Environmental and Social Information	37
48. Half Yearly Executive Report	38
49. Informational Meetings	38
CHAPTER VIII- GUARANTEES, RESPONSIBILITIES AND INSURANCE
50. Compliance Guarantee	38
51. Responsibilities of the Contractor	37
52. Compliance Policy for Labor Obligations	42
53. Insurance	42
54. Indemnity	42
CHAPTER IX- RELINQUISHING AREAS
55. Mandatory Relinquishing of Areas	43
56. Voluntary Relinquishing of Areas	43
57. Limiting the Areas Relinquished	43
58. Restoring Relinquished Areas	43
59. Formalizing Relinquished Areas	43
CHAPTER X- RESOLUTORY CONDITIONS, BREACH AND PENALTIES
60. Prior Resolutory Conditions	43
61. Procedure in Case of a Breach	44
62. Penalties	44
CHAPTER XI- TERMINATION
63. Causes for Termination	45
64. Termination of the Agreement for Expiration of the Exploration Period	45
65. Voluntary Termination of the Exploration Period	45
66. Unilateral Termination	46
67. Termination due to Failure to Comply	46
68. Mandatory Termination and Expiration	46
69. Reversion of Assets	44

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70. Later Obligations	47
71. Abandonment	48
72. Liquidation of this Agreement	48
CHAPTER XII- SETTLEMENT OF DISPUTES
73. Executive Stage	49
74. Expert Intervention and Arbitration	49
CHAPTER XIII- FINAL DISPOSITIONS
75. Assignment Rights	51
76. Force Majeure and Acts of Third Parties	51
77. Taxes	53
78. Currency	53
79. Applicable Law	53
80. Language	53
81. Domicile	54
OTHER ANNEXES
Annex B- Contract Area	57
Annex C- Mandatory Exploration Program	59
Annex D- Economic Rights	61
Annex E — Model Letter of Credit	65

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DEFINITIONS

For the purposes hereof and without prejudice to any legal definitions that may apply, the terms stated below will have the meaning provided herein:

Abandonment: The closing and abandonment of wells, the dismantling of constructions and the cleaning and environmental restoration of areas in which Exploration, Assessment, or Production Operations have been conducted by virtue of this Contract, pursuant to Colombian law.

Year: The period of twelve (12) consecutive months according to the Gregorian calendar, counted as of a specific date.

Calendar Year: The twelve month period between January first (1st) and December thirty first (31st), both included, of each year.

Contract Area: The surface and its projection into the subsoil as identified in Chapter I, and whose boundaries are indicated in Annex B, in which THE CONTRACTOR is authorized by virtue of this Agreement, to undertake the Operations for the Exploration, Assessment and Production of hydrocarbons that are the subject of this Agreement.

Assessment Area: The portion of the Contract Area in which THE CONTRACTOR made a Discovery, and in which the CONTRACTOR decides to perform an Assessment Program in order to determine whether or not it is marketable under Clause 14.  This area will be framed on the surface, as a regular polygon preferably four-sided, which will include the limits of the vertical projection on the surface of the geological structure or trap, which contains the Discovery.

Production Area: The portion of the Contract Area containing one or more of the Commercial Fields, as determined in Chapter III. The area of each Commercial field will include the limits of the vertical projection on the surface of its oil field or oil fields and that is determined by the Ministry of Mines and Energy pursuant to Decree 1895 of 1973, Decree 3229 of 2003 or with any laws that amend or supersede them.

Barrel: The unit to measure the volume of Liquid Hydrocarbons equivalent to forty two (42) US gallons, corrected to standard conditions (a temperature of 60° Fahrenheit and one atmosphere of absolute pressure).

9

Best Oil Industry Practices: These are good, safe and efficient operations and procedures, commonly used by prudent and diligent operators in the international oil industry, under conditions and circumstances similar to those arising in performing the activities of this Agreement, mainly in matters related to the use of proper methods and processes to obtain the maximum economic benefit in the final recovery of reserves, reduction of losses, operational safety, and protection of the environment, amongst others, to the extent that they are not contrary to Colombian law.

Commercial Field: Portion of the Contract Area, in the subsurface of which one or more oil fields have been discovered, and which THE CONTRACTOR has decided to exploit commercially.

Declaration of Marketability:  Written communication addressed by THE CONTRACTOR to ANH, declaring that the Discovery it has made in the Contract Area is a Commercial Field.

Discovery: A conventional oil field is considered discovered when drilling using a drill or equivalent equipment allows finding of the rock where hydrocarbons are accumulated and after undertaking the initial fluid tests its behavior as an independent unit in terms of production mechanisms, petro-physical and fluid properties is established.

Discovery of Non-associated Natural Gas: The Discovery whose official production test, provided that said test is representative of the oil field or oil fields discovered, indicates a Gas/Oil ratio (GOR) greater than 7,000 standard cubic feet of gas per barrel of Liquid Hydrocarbons, and a mole composition of heptane (C7+) less than 4.0%.  The GOR is understood to be the ratio between the volume of Natural Gas in cubic feet per day and the volume of Liquid Hydrocarbons in barrels per day produced by a well and the mole composition of heptane (C7+) as the mole percentage of heptane and other Hydrocarbons having higher molecular weight. The Gas/Oil Ratio (GOR) of a Discovery with several oil fields will be determined on the basis of the weighted average production of each oil field and the mole composition of heptane (C7+) as the simple arithmetic average.

Day: A period of 24 hours starting at zero hours (00:00) and ending at twenty four hours (24:00).

Development or Development Operations: Activities and work undertaken by THE CONTRACTOR, including, without this being the exhaustive list, drilling, completion of and provision of the equipment for development wells; the design, construction, installation and maintenance of equipment, pipe, flow lines, storage tanks, artificial lift systems, primary

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and secondary recovery systems, transfer systems, treatment, storage, among other, within an Exploitation Area under the Contract Area, and outside it when necessary.

Exploration or Exploration Activities and work undertaken by THE CONTRACTOR in the Contract Area with the purpose of determining the existence of hydrocarbons in the subsoil, including but not limited to geophysical, geochemical, geologic, cartographic methods and in general, superficial exploration activities, drilling of Exploration Wells and other activities that are directly related to the search for hydrocarbons ion the subsoil.

Assessment or Assessment Operations: All operations and activities undertaken by THE CONTRACTOR in an Assessment Area pursuant Clause 14 herein, addressed at assessing a Discovery, the geometry of the oil field or oil fields in the Assessment Area and determining, amongst other things, the viability of extracting the Hydrocarbons in economically exploitable quantities and qualities and the impact of commercial exploitation on the environment and social situation. Said operations include drilling of Exploration Wells, acquisition of detail seismic programs, conducting of production tests and, in general, other operations aimed at determining if a Discovery is a Commercial Filed and to establish its boundaries.

Exploitation: Includes Development and Production.

Effective Date: The calendar day that immediately follows the execution of this Agreement, or the date of termination of phase “zero” when applicable.

Natural Gas: The natural blend of Hydrocarbons in gaseous state at standard conditions (sixty degrees Fahrenheit (60ºF) and at one (1) atmosphere of absolute pressure) composed of the most volatile elements of the paraffin series of Hydrocarbons.

Hydrocarbons: All organic compounds comprised mainly of the natural combination of carbon and hydrogen and substances that accompany or are derived therefrom.

Liquid Hydrocarbons: Hydrocarbons that at standard temperature and pressure conditions (60°F and one (1) atmosphere at absolute pressure) are in liquid state at the wellhead or at the separator, as well as distillates and condensates extracted from gas.

Heavy Liquid Hydrocarbons: Liquid Hydrocarbons with an API gravity less than or equal to fifteen degrees (15°API).

Non-Conventional Hydrocarbons: Hydrocarbons present in the subsoil in a state other than conventional Liquid Hydrocarbons or free gas, including gas associated with the

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former, or Hydrocarbons that are present in non-conventional oil fields. This definition includes crude hydrocarbons such as extra heavy grades of oil, tar sands, coal based gas, oil fields, tight oil fields and gas hydrates.

Penalty Interest: In pesos, the maximum legal penalty rate certified and allowed by the competent authority; in US dollars, 3-month LIBOR (London Interbank Borrowing Offered Rate) prime for deposits in US dollars plus four percentage points (LIBOR + 4%).

Month: Period counted from any Day of a calendar month and ending on the Day prior to the same Day of the next calendar month; or, if the first Day of a month, on the last Day of the month in progress.

Penalties: All constraints on the CONTRACTOR for the timely, effective and efficient compliance of its obligations; as a result, said penalties are not an anticipated estimate of damages, so they may accumulate with any other form of compensation. Payment or deduction of said penalties does not exempt the CONTRACTOR from complying with its obligations and commitments, nor from performing or terminating the activities under its responsibility, nor from providing results, products, documents or any other information that may be required.

Operator: Whoever has proven to ANH that pursuant to the contracting regulations of ANH, it has the legal, technical, operational, and financial capacity and that the ANH has approved for Exploration, Assessment, Development and Production. The operator will act as representative of the CONTRACTOR before ANH.

Designated Operator: The company designated by the CONTRACTOR prior approval by ANH to undertake the operations that are the subject of this Agreement under the responsibility of the CONTRACTOR.

Parties: At the time of execution of this Agreement, the parties are ANH and THE CONTRACTOR. Subsequently and at any time, ANH on one hand and THE CONTRACTOR and/or its assignees duly accepted by ANH, on the other. When the CONTRACTOR is made of a plural number of companies, the Operator will act as representative before ANH.

Production Period: With regards to the Production Area, a period of up to twenty-four (24) years and its extensions if any, starting on the corresponding Declaration of Marketability, during which THE CONTRACTOR must undertake the Development and Production Operations.

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Exploration Period: 6-Year Period counted as of the Effective Date, together with any extension granted, during which THE CONTRACTOR shall execute the Exploration Program.

Development Plan: The guiding document prepared by the CONTRACTOR in accordance with Clause 18 in order to undertake the technical, efficient and economic Exploitation of each Production Area and which will contain among others, an estimate of Hydrocarbon reserves, a description of Hydrocarbon production and transportation conditions, a short and medium term forecast of Hydrocarbon production, an Abandonment Program and an Exploitation Work Program for the time remaining in the current Calendar Year or the following Calendar Year.

Exploration Well: A well to be drilled by THE CONTRACTOR in the search for Hydrocarbon oil fields in an area not yet proven to be a Hydrocarbon producing area.

Production or Production Operations: All operations and activities undertaken by THE CONTRACTOR in an Production Area in relation to Hydrocarbon extraction, collection, treatment, storage and transfer processes up to the Delivery Point, Abandonment and other operations related to obtaining Hydrocarbons.

Exploration Program: The minimum Exploration Program that the CONTACTOR agrees to perform during each phase of the Exploration Period it enters.

Subsequent Exploration Program: Exploration Program THE CONTRACTOR agrees to undertake to execute after the end of the Exploration Period as stipulated in Clause 9.

Assessment Program: Assessment Operations plan presented by THE CONTRACTOR to ANH pursuant to Clause 14 below with the purpose of assessing a Discovery and determining whether or not it is a Commercial Field. The performance of the Assessment Program and the presentation of a final results report to ANH are mandatory to declare whether or not a Discovery is a Commercial Field.

Work Program: Description of activities and of Exploration, Assessment and/or Production Activities in the Contract Area under the terms of this Agreement. The Work Program will include the schedule according to which THE CONTRACTOR will begin and complete the activities, and the corresponding budget.

Point of Delivery: The place agreed by the Parties where THE CONTRACTOR will make available to ANH the portion of Hydrocarbons corresponding to the established legal Royalties and those stated in the law and in Chapter V, as well as the economic rights set

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forth in Chapter VI resulting from the commercial field(s), with the minimum specifications to enter the CONTRACTOR’S transportation system and contained in applicable regulations. From this point onwards, the control and custody of said portion of Hydrocarbons produced will pass to ANH.In the event that the Parties do not reach an agreement to determine the Point of Delivery, ANH will determine this point and in any event, it will be a point located at the exit of the treatment unit or the entrance point to the CONTRACTOR’S transportation system.

Fiscalization Point: The place approved by the ministry of Mines and Energy or the entity that undertakes these responsibilities in the future, with the purpose of determining the volume of hydrocarbons corresponding to Royalties, the CONTRACTOR’S volume of Hydrocarbons, and defining the volumes relevant to estimate the rights of ANH as stated in Chapter VI.

Hydrocarbon Fields: All rock where accumulated hydrocarbons are found and that behaves as an independent unit with regards to production mechanisms, petro-physical properties and properties of fluids pursuant to the definitions of the Ministry of Mines and Energy in Decree 1895 of 1973, Decree 3229 of 2003 and any amendment thereto.

Discovered and Not Developed Hydrocarbon Field: A field discovered through drilling, returned to the administrator due to its non marketability or for any other reason and that is under its jurisdiction.

Note: In the event of a conflict between these definitions and legal definitions or judicial sentences, the latter will prevail.

CHAPTER I— PURPOSE, SCOPE AND DURATION

1. PURPOSE. By virtue of this Agreement, THE CONTRACTOR is granted the exclusive right to explore the Contract Area and to produce State-owned Hydrocarbons that are discovered in that area under the terms hereof. THE CONTRACTOR will be entitled to the share of the production of Hydrocarbons from the Contract Area, which are due to it under this Agreement.

2. SCOPE: In the exercise of this right, THE CONTRACTOR will perform the activities and conduct the operations that are the purpose of this Agreement, at its sole cost and risk, providing all necessary resources to project, prepare and perform all activities and Exploration, Assessment, Development and Production Operations in the Contract Area.

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Paragraph: Discovered and Not Developed Hydrocarbon Fields that are in the Contract Area, and that are known to any of the Parties at the time this Agreement is executed, are excluded from this Agreement. The CONTRACTOR hereby states that it is not aware of the existence of Discovered and Not Developed Hydrocarbon Fields other than those related to the minutes prior to the execution of this agreement, as the case may be.

3. CONTRACT AREA: This includes the surface enclosed by the co-ordinates in Annex B. The Contract Area will gradually reduce pursuant to the provisions stated in Chapter IX.

3.1 Restrictions: In the event that a portion of the Contract Area extends into areas included in the Colombian National Natural Parks system or other reserved, excluded or restricted zones, geographically limited the relevant authority, or whenever zones of the above mentioned characteristics extend into the Contracted Area, THE CONTRACTOR agrees to comply the conditions imposed on those areas by the relevant authority. ANH will not be responsible in any way.

When ANH becomes aware of any claim for private ownership of Hydrocarbons in the subsoil of the Contract Area, it will proceed as required by the relevant legal provisions.

4. DURATION AND PERIODS:  The duration of each period and phase in this Agreement will be regulated as follows:

4.1 Exploration Period. The Exploration Period will last six (6) Years, as of the Effective Date and will be divided into the phases described in Annex C. The first phase begins on the Effective Date and the following phases on the Calendar Day immediately following the end of the preceding phase:

4.1.1 Right to withdraw during the Exploration Period. During any phase of the Exploration Period, THE CONTRACTOR may withdraw from the present Agreement provided it has satisfactorily complied with the Exploration Program of the phase in progress and its remaining obligations. To this end, THE CONTRACTOR will advise ANH of its decision in writing, prior to the expiration of the phase in progress.

However, whenever a phase of the Exploration Program is greater than or equal to eighteen (18) months, THE CONTRACTOR may withdraw from this Agreement during this period. In this event, it must provide ANH with the amount pending execution until completing fifty per cent (50%) of the activities not performed in the Exploration Program of the corresponding phase and one hundred per cent (100%) of the Additional Exploration

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Program of the corresponding phase when applicable, which are part of he mandatory exploration program.

4.1.2 Extension of one phase of the Exploration Period. Upon request of THE CONTRACTOR, ANH will extend the phase of the Exploration Period, until the drilling, testing and ending of exploration activities of Exploration Wells and/or the acquisition of the seismic program have been completed, without this period exceeding six (6) months, provided following conditions are met:

a)That the aforementioned Exploration Operations are part of the Exploration Program and had begun at least one (1) Month prior to the expiration date for the corresponding phase of the Exploration Period;

b)That THE CONTRACTOR has performed said Exploration Operations uninterruptedly; and

c)That notwithstanding the diligence applied in the performance of said Exploration Operations, THE CONTRACTOR reasonably believes that the remaining time is insufficient to complete them before the expiration date of the phase in progress.

Upon submitting the extension request, THE CONTRACTOR will provide ANH the documents supporting said request together with a schedule of activities that ensures the completion of the work within a reasonable period of time. Pursuant to the requirements set forth in Clause 50 below, the extension of the corresponding guarantee must be delivered to ANH within the five (5) days following the approval of the extension.

It is understood that, to enforce this clause, the seismic Exploration Operations begin with the uninterrupted registry. It is understood to this same end, that the drilling of wells begins at the time in which the continuous rotation of the drill begins for this perforation.

Paragraph: In the event that an exploration activity affects a community in a reservation or an ethnic settlement, the existence of which has been certified by a competent authority, ANH will assess granting an additional period to comply with the activities that are to be performed within the community’s area of influence. This period may be graded provided that the competent authorities consider that THE CONTRACTOR is diligent in the performance of the activities necessary for prior consultation.

4.2 Production Period: The production period will last for a period of twenty-four (24) years, starting on the date in which ANH receives from THE CONTRACTOR the Declaration of Marketability mentioned in Clause 15 below.

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The Production Period will be estimated separately for each Production Area, and consequently, all references to duration, extension or termination of the Production Period refer to each particular Production Area.

4.2.1 Extension of the Production Period.  At THE CONTRACTOR’s choice, ANH will extend the Production Period for successive periods of up to ten (10) years and up to the economic limit of the Commercial Field, provided that the following conditions are met for each period:

a)That THE CONTRACTOR submits a written request to ANH not more than 4 Years in advance and no less than one (1) Year prior to the expiry of the Production Period for the corresponding Production Area;

b)That the Production Area is producing Hydrocarbons regularly in the five (5) years prior to the date of the request.

c)That THE CONTRACTOR proves that during the four (4) Calendar Years prior to the date of the request, it has conducted a drilling program that includes at least one (1) well per Calendar Year and has had an active project for pressure maintenance or secondary, tertiary or enhanced recovery; and,

d)That during the extensions, THE CONTRACTOR provides ANH at the point of delivery, an additional ten percent (10%) of the Heavy Liquid Hydrocarbons or five per cent (5%) of the non associated gas production or Heavy Liquid Hydrocarbons, after royalties and other participations, and pursuant to the terms of Clause 42 herein.

Paragraph: If THE CONTRACTOR does not fully meet the scope of the condition required in the preceding item c), ANH may or may not grant the extension having previously analyzed the justifications submitted by THE CONTRACTOR. It is understood that denial by ANH will not give rise to a disagreement and will not be subject to the procedure established in Chapter XII below. In any event, the extension of the Production Period will be formalized by the execution of an Amendment to this Agreement.

5. EXCLUSION OF RIGHTS OVER OTHER NATURAL RESOURCES: The rights granted under this Agreement refer exclusively to State-owned Hydrocarbons that are discovered

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within the Contract Area and consequently, said rights will not be made extensive to any other natural resource that may exist in the aforementioned area.

Paragraph: For the purpose of avoiding the Exploration, Assessment, Development and /or Production Activities intended to be undertaken by THE CONTRACTOR in the Contract Area to interfere with working programs or investments previously approved by competent authorities, corresponding to contracts for the exploration and exploitation of minerals existing in the Contract Area, THE CONTRACTOR will agree with the third parties holding rights over said contracts, on the way in which each will conduct Operations and working programs in order to guarantee sustainable development of natural resources.

In the event that THE CONTRACTOR and the third party(ies) holding rights over said exploration and exploitation contract(s) do not reach an agreement regarding the above paragraph, said disagreement will be subject to the Ministry of Mines and Energy or the entity undertaking its duties, to make a decision and solve the disagreement. In any event, during the time the negotiation and resolution of this disagreement takes place, the compliance of Exploration, Assessment, Development and / or Production obligations that may be affected will be suspended, and ANH will acknowledge all of the remaining contract period at the time of suspension, provided that THE CONTRACTOR evidences that it has acted diligently in managing the suspension.

CHAPTER II- EXPLORATION ACTIVITIES

6. MANDATORY EXPLORATION PROGRAM- During the Exploration Period, THE CONTRACTOR will undertake the Exploration Program for each phase described in Annex C.

To comply with the obligations under the Exploration Program, the Exploration Wells suggested by the CONTRACTOR must be Exploration Wells for a new, type A-3 oil field. In any event, ANH reserves the right to approve other types of Exploration Wells when technical conditions so require.

7. EXPLORATION PLAN: The CONTRACTOR agrees to present ANH the Exploration Plan for the phase about to begin, describing how it will fulfill its obligations, including the terms and conditions under which it will develop the programs to benefit the communities in the area affected by the exploration work, with no less than eight (8) calendar days in advance with respect to the beginning of each phase of the Exploration Period. For the first phase, THE CONTRACTOR must provide the Exploration Plan within a period of thirty (30) calendar days starting on the Effective Date.

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8. MODIFICATIONS TO THE MANDATORY EXPLORATION PROGRAM: Modifications to the Mandatory Exploration Program will be regulated by the rules set forth below:

8.1 During the first half of any phase of the Exploration Period, THE CONTRACTOR may replace the acquisition and processing of a seismic program contained in the Exploration Program initially presented for the phase in progress, for the drilling of one or more exploration wells or for the acquisition and processing of a seismic program having more modern technology, provided that the financial effort of the new Exploration Program is equivalent or superior to the one initially presented for the corresponding phase. In this event, THE CONTRACTOR will previously inform ANH in writing of the replacements it intends to make of the Exploration Operations.

8.2 If after drilling an Exploration Well that results in a dry well, THE CONTRACTOR considers that the forecast of the Contract Area does not justify the drilling immediately after of an Exploration Well included in the Exploration Program, THE CONTRACTOR may replace the drilling of up to one (1) Exploration Well for the acquisition and processing of a seismic program, provided that the financial effort of the new Exploration Program is equivalent or superior to the one initially presented for the corresponding phase and that THE CONTRACTOR previously informs ANH in writing of the replacements it intends to make.

9. SUBSEQUENT EXPLORATION PROGRAM At the end of the Exploration Period, and provided an Assessment or Production Area or a Discovery made by THE CONTRACTOR during the last phase of the Exploration Period of the Contract Area exists, THE CONTRACTOR may withhold fifty per cent (50%) of the Contract Area (excluding the Assessment and Production Areas) to undertake a Subsequent Exploration Program in the area withheld and outside the Assessment and Production Areas. In this case, the following procedure will apply:

a)Prior to the date of termination of the last phase of the Exploration Period, THE CONTRACTOR will inform ANH in writing of its intention to undertake a Subsequent Exploration Program.

b)Said notice must describe the Exploration Operations that are part of the Subsequent Exploration Program that THE CONTRACTOR agrees to undertake from the end of the last phase of the Exploration Program. Each of the phases of the Subsequent Exploration Program, with a maximum of two (2) eighteen (18) month phases each, must contain at least the drilling of one type A-3 Exploration Well.

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c)Having duly fulfilled the obligations of the first phase of the Subsequent Exploration Program, THE CONTRACTOR may decide not to continue onto the second phase, will results in having to return all of the areas withheld for this purpose or, alternately, the right to continue onto the second phase if appropriate, in which case it agrees to return fifty per cent (50%) of the areas withheld, excluding the existing Assessment and Production Areas. THE CONTRACTOR will inform ANH in writing of its decision within the month following the termination of the first phase.

It is understood that returning the areas referred to herein is without prejudice to the existing Assessment and Production Areas.

Once the Subsequent Exploration program is completed, the Contract Area will be reduced to the Assessment and / or Production existing at that time.

10. ADDITIONAL EXPLORATION: THE CONTRACTOR may undertake Exploration Operations that are additional to the ones contained in the Exploration Program or in the Subsequent Exploration Program, without these Exploration Operations resulting in a modifying of the period agreed for the performance of the Exploration Period or the Subsequent Exploration Period of the ongoing phase or the phases that follow. THE CONTRACTOR must previously inform ANH of the performance of the additional Exploration Operations it intends to undertake. If said Exploration Operations are the ones defined in the Exploration Program of the phase that follows and it is THE CONTRACTOR’s desire that said additional Exploration Operations are credited to the compliance of the exploration duties for the phase that follows, THE CONTRACTOR will request ANH in writing and the latter will discretionally decide whether it accepts this accreditation. In the event that ANH accepts the request, it will determine how the exploration operations additional to the agreements made for the phase of the Exploration Period that follows, will be partially or fully credited.

11. REMAINING INVESTMENT: If THE CONTRACTOR does not make the total amount of mandatory investments associated with the Exploration Program, it must transfer the balance that has not been invested to ANH within the sixty (60) days following the termination of the corresponding phase. At ANH’s criteria, the above sum may be destined to exploration programs in other areas selected by mutual consent.

For the purpose of verifying the execution of the investment budget established, THE CONTRACTOR must present ANH the Auditor’s certification evidencing the amount of the investment executed for each phase, within the thirty (30) days following its termination.

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12. PROBLEMS ARISING DURING THE DRILLING OF THE EXPLORATION WELLS: If uncontrollable geologic problems such as cavities, abnormal pressure, severe circulation loss, impermeable formations, or other technical conditions that hinder the drilling of the Exploration Well occur during the drilling of an Exploration Well corresponding to the Exploration Program or a Subsequent Exploration Program, before the target depth is reached and notwithstanding THE CONTRACTOR’S determination to continue in accordance with Good Oil Industry Practices, when drilling reaches a depth of fifteen hundred (1,500) meters, THE CONTRACTOR may request ANH to declare the fulfillment of the obligation to drill by presenting a technical report that provides a detailed description of the situation arising and the efforts undertaken to overcome the problem. Said report must be presented to ANH within a term no greater than fifteen (15) calendar days starting from the moment in which the above-mentioned uncontrollable problem arose.

If ANH accepts that THE CONTRACTOR ends the drilling operations of the well in question, THE CONTRACTOR must obtain a registry of resistivity and another of gamma rays up to the maximum possible depth and abandon or complete the well up to de depth reached. In this case, it is understood that the obligation under the Exploration Program has been fulfilled.

Otherwise, THE CONTRACTOR must drill the well in sidetrack or drill a new well and ANH will grant the period necessary to fulfill this obligation.

13.  NOTICE OF DISCOVERY: THE CONTRACTOR must inform ANH in writing at any time during the four (4) months following the end of the drilling of any Exploration Well, the results of which indicate that a Discovery has been made; this notice must be accompanied by a technical report containing the results of the tests made, a description of geological features and the analysis made to fluids and rocks as indicated by the Ministry of Mines and Energy or the authority performing its duties.

Paragraph: If he discovery is a Discovery of non Associated Natural Gas or Heavy Liquid Hydrocarbons, THE CONTRACTOR must likewise provide the estimates and other supporting evidence for classification purposes, to the Ministry of Mines and Energy or to the authority performing its duties.

14. ASSESSMENT PROGRAM: THE CONTRACTOR will present and perform an Assessment Program of the Discovery if it considers that the Discovery has commercial potential, pursuant to the rules set forth in this Clause. If the Discovery is made during the Exploration Period, THE CONTRACTOR will present an Assessment Program within the six (6) months following the end of the drilling of the Exploration Well where the Discovery

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was made or the end of the Exploration Period, whichever happens first. If the Discovery results from the performance of a Subsequent Exploration Program, THE CONTRACTOR will present the Assessment Program within the six (6) months following the end of the drilling of the Exploration Well where the Discovery was made.

14.1 Contents of the Assessment Program:  The Assessment Program must contain at least:

a)A geologic map with the coordinates of the Assessment Area at the top of the target formation.

b)A description and purposes of each of the Assessment Operations and the information that has been set out to obtain to determine whether a Discovery can be declared as a Commercial Field.

c)The total budget for the Assessment Program discriminated on a year-to-year basis.

d)The total Assessment Program, which may not exceed two (2) years when it includes the drilling of Exploration Wells or one (1) year in all other cases; this term will be counted starting on the date in which the Assessment Program is presented to ANH and must include the estimated times necessary for obtaining permits that must be granted by authorities.

e)The schedule to Undertake the Assessment Operations within the period mentioned in letter (d) above.

f)The information concerning the destination of the Hydrocarbons and other fluids that THE CONTRACTOR expects to recover as a result of the Assessment Operations.

g)A proposed Point of Delivery to be considered by ANH.

14.2 Extension of the Assessment Program: If THE CONTRACTOR decides to drill Exploration Wells not forecast in the Assessment Program initially presented, ANH may extend the duration of the Assessment Program for an additional period that will not exceed one (1) year, provided the following conditions are met:

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a)That THE CONTRACTOR makes a written request to ANH at least two (2) months prior to the date of termination of the initial period.

b)That THE CONTRACTOR is diligently undertaking the Assessment Operations included in the Assessment Program.

c)That the extension requested is reasonable for the time necessary for drilling and testing the Well or additional Exploration Wells.

With the request, THE CONTRACTOR will provide ANH the documents supporting the request.

14.3 Modifications to the Assessment Program: THE CONTRACTOR may modify the Assessment Program at any time during the six (6) months following the date in which the Assessment Program is presented to ANH, to which end it will timely inform ANH and will adapt the total period of said program, which in no case may exceed the term established in 14.1 (d) hereof, without modifying the starting date indicated.

14.4 Assessment Report: THE CONTRACTOR will present ANH a full report of the results of the Assessment Program within the three (3) months following the date of its termination. Said report will include at least: a geologic description of the Discovery and its structural configuration; the physical properties of the rocks and fluids present in the fields associated to the Discovery; the pressure, volume and analysis of the field fluids temperature; the production capacity (per well and for the entire Discovery); and an estimate of the recoverable reserves of hydrocarbons.

Paragraph 1: If THE CONTRACTOR includes the drilling of Exploration Wells in the Assessment programs undertaken during the Exploration Period, it may credit both compliance of the Exploration Program as well as corresponding Assessment Program by drilling two (2) Exploration Wells, provided that the same type of Exploration Well is contemplated in the phase of the Exploration Program immediately following the beginning of the Assessment Program and drilling concludes prior to the date of termination of the Assessment Program in which they were included or the phase of the Exploration Program to which said wells correspond, whichever is closest. In this case, THE CONTRACTOR will return ANH the portion of the Contract Area in which no exploration activities will be undertaken during the time remaining in the Exploration Period.

Paragraph 2: In case the discovery of Non Associated Natural Gas or Heavy Liquid Hydrocarbons or Non Conventional Hydrocarbons, and at any time during the second half of the Assessment Period, THE CONTRACTOR may request ANH an extension of the Assessment Program for up to two (2) additional years; this term may be extended at ANH’s criteria, with the purpose of undertaking feasibility studies to build infrastructure,

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with regards to production methods and/ or market development. In these cases, the request will include in the Assessment Program, the information related to the feasibility studies that THE CONTRACTOR considers necessary to undertake. At the end of the extension granted, THE CONTRACTOR will provide ANH the conclusions and recommendations of the feasibility studies.

Paragraph 3: This clause only applies to discovering Exploration Wells drilled by THE CONTRACTOR outside of the areas designated as Assessment or Production. Consequently, when new volumes of Hydrocarbons found are part of one same Assessment or production Area, there will be no new Assessment Period.

15. DECLARATION OF MARKETABILITY: Within the three (3) months following the expiration of the term stipulated for the performance of the Assessment Program, or upon expiration of the term agreed under the Paragraph 2 of Clause 14, if applicable, THE CONTRACTOR will deliver to ANH a written declaration stating clearly and precisely its unconditional decision to commercially exploit the Discovery, or otherwise. If the decision is positive, the Discovery will be treated as a Commercial Field as of the time of said declaration.

15.1 Non-Marketable Discovery: If THE CONTRACTOR does not provide ANH the declaration of marketability within the stipulated term, it will be understood that THE CONTRACTOR has concluded the Discovery is not a Commercial Field. In such case or in the event that the declaration is negative, THE CONTRACTOR accepts no rights have been generated in its favor and therefore waives any claim of rights over the Discovery. The corresponding Assessment Area will be returned to ANH.

CHAPTER III — PRODUCTION ACTIVITIES

16. PRODUCTION AREA: The Production Area will be enclosed by a polygon or by a regular geometric shape that will include the Commercial Field or the portion of said field that is within the Contract Area, plus a margin around the Commercial Field no greater than one (1) kilometer, provided the Contract Area allows it. Because the area of the Commercial Field included in the Production Area may vary, the Production Area will remain unaltered, with the exception of the provisions included in the following clause.

17. BROADENING THE PRODUCTION AREA: If during the course of the production Period, THE CONTRACTOR determines that a Commercial Field extends beyond the Production Area but within the Contract Area in force, it may request ANH to broaden said

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Production Area, all corresponding support will accompany the request. Having complied with the above to ANH’s satisfaction, the latter may extend the Production Area, in the understanding that if said extension overlaps with another Production Area, the duration of the Production Period that will apply to the joined Production Area will be the one applied to the Production Area in regards to which marketability was first declared.

Paragraph: When pursuant to this clause, the Production Area requested by THE CONTRACTOR extends beyond the Contract Area, ANH may extend the Contract Area treating the extension requested with the same contract rules as the Assessment Area, unless any of the following situations arises in regards to the requested area:

a)That there are rights granted to another entity for the performance of activities that are equal or similar to the subject of this Agreement.

b)That it is in process of negotiation or contest for ANH to grant rights.

c)That there are restrictions ordered by a competent authority that hinder the undertaking of the activities of this Agreement.

d)That ANH believes that economic conditions need to be adjusted.

18. DEVELOPMENT PLAN: Within three (3) months following the presentation of the Declaration of Marketability mentioned in Clause 15, THE CONTRACTOR will deliver ANH the initial Exploitation Plan, which must contain at least the following information:

a) The map with coordinates of the Production Area.

b) An estimate reserves and accumulated production of Hydrocarbon, broken down by types of Hydrocarbons.

c) The general scheme projected for the Development of the Commercial Field, including a description of the drilling plan for development wells, extraction methods, respective facilities and processes to which fluids extracted will be subject before the Point of Delivery.

d) An annual Hydrocarbon production forecast and its sensitivities, using the optimum production rate that will allow the maximum economic recovery of reserves.

e) An identification of critical factors for the execution of the Development Plan such as environmental, social, economic, logistics factors and options to manage them.

f) The terms and conditions under which it will develop programs to benefit the communities in the areas influenced by the Production Area.

g) Proposed Point of Delivery for ANH to consider.

h) An Abandonment program for the purposes of Clause 71.

19. DELIVERY OF THE DEVELOPMENT PLAN: ANH will acknowledge receipt of the Development Plan when THE CONTRACTOR provides all the above-described information. If ANH has not received the Development Plan with all the above stated

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information, in the sixty (60) calendar Days following presentation, it may demand delivery of the pending information and THE CONTRACTOR will have thirty (30) calendar Days counted as of the date of receipt of said delivery demand to provide the information. If ANH has made no statement within ninety (90) calendar Days of presentation of the Development Plan by THE CONTRACTOR, the Plan will be understood to be provisionally accepted, until ANH makes a statement in this regards, in which case THE CONTRACTOR must accept observations made by ANH, when adopting them is reasonably feasible.

If THE CONTRACTOR does not deliver the Development Plan on the date stipulated in the preceding subsection or if ANH has not received the pending documentation in the thirty (30) Day term mentioned in this subsection, this will be considered as a failure to comply under clause 67.

20. UPDATING THE DEVELOPMENT PLAN: When THE CONTRACTOR needs to amend the Development Plan, it will adjust and present the amended Development Plan for each of the existing Production Areas in the Agreement, following the process set forth in Clause 19. When the real Hydrocarbon production of the immediately preceding year has a difference of more than fifteen (15%) percent with respect to of the production forecast in the Development for a Production Area, THE CONTRACTOR will provide the necessary explanations.

21. ANNUAL OPERATION PLAN: Within three (3) months following the date of Declaration of Marketability and within the three (3) first months of each Calendar Year, THE CONTRACTOR will present ANH an Annual Operations Plan that must meet the following requirements:

21.1 Content: The Annual Operations Plan will include at least:

a)A detailed description of the Development and Production Operations that THE CONTRACTOR expects to undertake during the same and the following year with the corresponding schedule broken down by project and calendar trimester, which must also include the periods required to obtain authorizations and permits from competent authorities.

b)The monthly production forecast for the Production Area for each corresponding Calendar Year.

c)The average annual production forecast until the end of the economic life of the fields located within the Production Area.

d)The estimated outcome (investments and expenses) for the following four (4) calendar years or until the end of the Production Period, whichever is shortest, and

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e)The terms and conditions pursuant to which the programs benefitting the communities located in the area influenced by the Production Area will be developed.

21.2 Performance and Adjustments: The Development and Production Operations of the Annual Operations Plan mentioned in letter (a) above are of mandatory performance. THE CONTRACTOR will begin said Development and Production Operations in accordance with the schedule presented.

During the performance of the Annual Operations program, THE CONTRACTOR may make adjustments to said plan for ongoing the Calendar Year, provided that such adjustments do not entail reducing the production by more than fifteen per cent (15%) with respect to the initial forecast. Except for emergencies, adjustments may not me formulated with a frequency less than three (3) months. THE CONTRACTOR will inform previously and in writing of any adjustments to the Annual Operations Program.

Paragraph: THE CONTRACTOR will present the first of the annual operations programs for the remaining period of the corresponding Calendar Year. When the termination of the first Calendar Year is less than three (3) months ahead, the first annual operations program will include the year immediately after.

22. ABANDONMENT FUND:  THE CONTRACTOR will establish a fund to guarantee the financing of activities that are necessary to undertake an Abandonment program of the wells and an environmental renewal of production areas when their Production Period ends, in accordance with Good Oil Industry Practices and pursuant to the following stipulations:

22.1 Creation: Upon the expiration of the first calendar Year from the Month in which THE CONTRACTOR began commercial and regular production of Hydrocarbons in a Production Area, and uninterruptedly from thereon THE CONTRACTOR will keep a special accounting record called Abandonment Fund, in order to implement the Abandonment Program. To guarantee that the necessary financial resources are available, THE CONTRACTOR will establish an escrow account, a bank guarantee or any other instrument accepted by the ANH. In either case, the Parties will determine the terms and conditions of the agreed instrument in the Year immediately preceding the date on which the Abandonment Fund must be established. Should no agreement be reached, THE CONTRACTOR will, at any rate, establish a bank guarantee pursuant to the terms of this Clause.

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2.22 The Amount of the Abandonment Fund.  The amount of the Abandonment Fund at the end of each Calendar Year will be the one resulting from applying the following formula:

AMA = (PAH / RIH)2 x CAB

where:

AMA is the value of the Abandonment Fund that THE CONTRACTOR must register for each Production Area, at the end of the Calendar Year.

PAH is the accumulated volume of Hydrocarbons produced in each Production Area, from the beginning of its production until December 31 of the Year for which the calculation is made.

RIH are the proven reserves of Hydrocarbons in each Production Area, expressed in barrels of Liquid Hydrocarbons in accordance with the Development Plan and its updates.  This includes accumulated production (PAH) plus remaining proven reserves.

CAB is the estimated updated cost of the Abandonment operations for each Production Area. In case of annual adjustments, CAB will be reduced by the value of Abandonment costs already executed.

All estimates of Hydrocarbon production and reserves mentioned above (PAH and RIH) will be made in equivalent barrels of Liquid Hydrocarbons.  To this end, the Parties agree that for conversion purposes, fifty seven hundred cubic feet (5700 ft.³) of gas at standard conditions are equivalent to one Barrel of Liquid Hydrocarbons.

The variables in the formula will be reviewed and updated annually by THE CONTRACTOR, based on actual disbursements in Abandonment activities executed, and in terms of Hydrocarbons production and reserve volumes.

Paragraph 1: For the purposes of this Clause, proven reserves are those corresponding to the definition adopted by the competent authority in the Republic of Colombia, pursuant to the regulatory framework prevailing at the time the calculation is made.

Paragraph 2:  Compliance of the obligations referred to in this Clause does not relieve THE CONTRACTOR from its obligation to undertake, at its own cost and risk, all Abandonment operations in each Production Area.

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CHAPTER IV- CONDUCTING OPERATIONS

23. AUTONOMY: THE CONTRACTOR will have control over all operations and activities considered necessary for a technical, efficient and economic Exploration of the Contract Area and for the Assessment and Production of Hydrocarbons found in the area. THE CONTRACTOR will plan, prepare, perform and control all activities using its own means and with technical and management autonomy pursuant to Colombian legislation and observing Good Oil Industry Practices. THE CONTRACTOR will perform all activities directly or through subcontractors.

Paragraph: The autonomy of THE CONTRACTOR mentioned herein, does not hinder competent authorities, including ANH, from performing their legal and regulatory power with regards to every issue under their authority, which will in no way be limited by virtue of this Agreement.

24. OPERATOR: Whenever THE CONTRACTOR is formed by two or more companies, it will state which of them will act as operator. Prior approval of the operator by ANH is required.

If more than two (2) different operators are required at the same time in this Agreement, prior approval by ANH will be required.

25. DESIGNATED OPERATOR Without prejudice to direct operation, THE CONTRACTOR may contract a third party to act as Designated Operator provided it evidences legal, technical, operational and financial capacity pursuant to the contracting regulations of ANH. The third party designated by THE CONTRACTOR as operator may not perform its duties as such until it has been approved by ANH.

When the Designated Operator decides to resign, THE CONTRACTOR must inform ANH with no less than ninety (90) calendar day’s previous notice.

Paragraph:   Whenever ANH becomes aware that the Operator or Designated Operator has engaged in negligent practices or practices contrary to Good Oil Industry Practices in relation with the compliance of the obligations under this Agreement, it will so advise THE CONTRACTOR, who will have 90 calendar Days counted from the date of the requirement to adopt corrective measures.  If after this time the deficient conduct continues, ANH will require THE CONTRACTOR to change the operator. If within the sixty (60) calendar days following this demand, THE CONTRACTOR has not changed the operator, this will be considered as a breach with this Agreement.

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26. OBTAINING PERMITS: THE CONTRACTOR is under the obligation to obtain on its own and at its own risk, all licenses, authorizations, permits and any other rights granted under the law, and that are necessary to perform the operations subject to this Agreement.

27. SUBCONTRACTORS: To undertake the operations subject to this Agreement, and subject to Colombian law, only the Operator may enter into contracts at its own cost and risk, to obtain goods and services, including technical advising within the country or abroad.

The Operator will keep an updated relation of the work, service and supply agreements and will provide ANH with said relation when requested. The relation must specify at least the name of the supplier, contractor or subcontractor, the objective, value and duration of the agreement.

28. METERING: THE CONTRACTOR will effect metering, sampling and quality control of the Hydrocarbons produced and will keep the metering equipment or instruments calibrated in accordance with standards and methods accepted by Good Oil Industry Practice, and the legislation and regulations in force, making the analyses required, and effecting the relevant corrections to the Liquidation of the net volumes of Hydrocarbons received and delivered at standard conditions.

THE CONTRACTOR will adopt all actions necessary to preserve the integrity, reliability, and safety of the facilities and the equipment or instruments used for metering.  In addition during the term set forth by the Code of Commerce and additional relevant regulations, it will keep the regular calibration records for such equipment and instruments and of daily Hydrocarbon and fluids production and consumption metering in each Commercial Field, for ANH or the competent authorities to review.

ANH will be entitled to inspect the metering equipment installed by THE CONTRACTOR, and all the metering units used in general at any time.

Paragraph: When two or more production fields use the same development facilities, they must include a metering system, which enables determining the production resulting from each of those fields.

29. PRODUCTION AVAILABILTY: THE CONTRACTOR will transport produced Hydrocarbons to the Point of Delivery, except those used for the benefit of operations under this Agreement, and those that are inevitably lost in these functions.  The Hydrocarbons will be measured at the fiscalization point in accordance with the procedure described in Clause 28 above, and based on that measurement, the royalty volume

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referred to in Chapter V and the ANH’s rights as stated in Chapter VI, as well as the volume which correspond to THE CONTRACTOR will be determined.

As of the Point of Delivery, and without prejudice of the legal provisions regulating this matter, THE CONTRACTOR will be free to sell its share of Hydrocarbons in Colombia or export them, or to dispose of them in any other manner.

30. UNIFICATION: When an economically viable oil field extends continuously to one or more areas outside the Contract area, THE CONTRACTOR, in agreement with ANH and the remaining interested parties, will implement, subject to prior approval by the competent authority, a cooperative unified exploitation plan, subject to the provisions of Colombian law.

31. NATURAL GAS PRESENT: Natural gas present in any assessment or Production area will be subject to the following rules:

31.1 Restriction of Waste and Use : THE CONTRACTOR is under the obligation to avoid wasting Natural Gas extracted from a field and, as provided for by the law and regulations in force on the matter, it may use that gas as fuel for operations, as a source of energy for maximum final recovery of Hydrocarbon reserves, or confine it in the same oil fields to be used for these purposes during the duration of the Agreement, before the corresponding Point of Delivery.

31.2 Associated Natural Gas.  If THE CONTRACTOR discovers one or more Commercial Fields with associated natural gas, it will present ANH a project for the use of the associated natural gas, in the three Years following the beginning of Production of each Commercial Field.  If THE CONTRACTOR fails to perform this obligation, ANH may dispose of the associated natural gas coming from those fields, free of charge, subject to the legal provisions in force.

32. DAMAGES AND LOSS OF ASSETS: All costs and / or expenses necessary to replace or repair damages or losses of goods or equipment resulting from fire, floods, storms, accidents or other similar events will be at the risk and expense of THE CONTRACTOR, which will inform ANH of the losses or damages occurred as fast as possible after the event.

33. INSPECTIONS AND FOLLOW UP: ANH will have the following rights and THE CONTRACTOR will have the following obligations related to the follow up of the agreements and inspections made by ANH and/ or its agents:

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33.1 Visits to the Contract Area.  During the duration of this Agreement, ANH may at its own risk and any time, and using procedures considered appropriate, visit the Contract Area to make inspections and to follow up on the activities of THE CONTRACTOR and subcontractors directly related to this Agreement, and to ensure that this Agreement is being complied.  Likewise, it may verify the accuracy of information received.

Whenever the inspector detects failures or irregularities on the part of THE CONTRACTOR, he may make observations that THE CONTRACTOR will respond to in writing, within the time given by ANH.

THE CONTRACTOR will place at its own expense, transport, accommodation, meals and other services at the disposal of the ANH representative on the same conditions to those provided for its own personnel, if required.

33.2 Delegation.  ANH may delegate the inspection of and the follow-up to the operations in the Contract Area in order to ensure that THE CONTRACTOR is complying with the obligations contracted under the terms of this Agreement, Colombian law and Good Oil Industry Practices.

Paragraph: The lack of inspection and follow-up activities by ANH in no way relieves THE CONTRACTOR from complying with obligations agreed by virtue of this Agreement, nor does it imply any reduction thereof.

34. PROGRAMS TO BENEFIT COMMUNITIES:  In the Exploration Plan, the Development Plan and the Annual Operations Plan, THE CONTRACTOR must include a chapter about the programs it will undertake to benefit the communities located within the areas affected by the project. This plan must adjust to the terms and conditions indicated by ANH, pursuant to the rules set forth in Article 5, subsection 5.7 of Decree Law 1760 of 2003. While ANH determines the terms ad conditions applicable to these programs, THE CONTRACTOR will subject them to ANH’s approval.

These activities are understood as agreed once ANH makes a statement in this regard within the three (3) months following the receipt of the corresponding plan or program referred to herein. THE CONTRACTOR will accept reasonable suggestions informed by ANH and which must be included in the plans and programs as the case may be. Once ANH has verified that its suggestions have been included, it will consider the corresponding activities as agreed upon. Should ANH fail to make any statement within the above-mentioned period, THE CONTRACTOR may undertake the programs to benefit the communities that were included in its initial proposal.

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CHAPTER V- ROYALTIES AND OTHER GENERAL OBLIGATIONS

35. ROYALTIES THE CONTRACTOR will make the percentage of Hydrocarbon production set forth by the law as royalties, available to ANH at the Point of Delivery. Royalty collection will be made in cash or in kind, as determined by ANH.

35.1 Collection in kind. When royalties are collected in kind, THE CONTRACTOR will deliver the corresponding volume of Hydrocarbons to ANH, to which end the Parties will agree on a procedure to program deliveries and other necessary aspects.

At any rate, ANH will have one (1) Month to withdraw said amount. If this term expires and ANH has not withdrawn the royalty volume, and if THE CONTRACTOR has available storage capacity in its facilities, THE CONTRACTOR agrees to store the Hydrocarbons for up to three (3) consecutive months. In this event, ANH will pay a storage fee, which will be agreed by the Parties on a case-by-case basis. In the event that the Parties do not each an agreement on this fee, it will be determined by the Ministry of Mines and Energy or by the entity regulating Hydrocarbon transport in the country.  At the end of this last term, THE CONTRACTOR may market this volume pursuant to Section 35.3 below.

If there is no storage capacity available, THE CONTRACTOR may continue producing and taking the royalty volume, crediting to ANH the royalty volume it was entitled to take but did not, for a later delivery.

Paragraph: Once eighty per cent (80%) of the storage capacity in the Production Area has been used, THE CONTRACTOR may dispose of the corresponding volume and ANH may begin withdrawing at its convenience, at a delivery rate compatible to the field’s production capacity.

35.2 Collection in cash. When THE CONTRACTOR is required to pay the royalties in cash, it will deliver ANH the corresponding sums within the period stated in the law or by the competent authority or as agreed by the Parties as the case may be. In the event of late payment, THE CONTRACTOR will pay ANH the amount necessary to cover the owed sum, together with the corresponding penalty interest and any expenses incurred by ANH in securing payment.

35.3 Sale of royalty volumes. When ANH considers it convenient and provided that regulations allow it, THE CONTRACTOR will market the portion of Hydrocarbon production corresponding to royalties and will deliver the proceeds of said sale to ANH. To this end, the Parties will agree on the specific details of the sale.  At any rate, THE

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CONTRACTOR will make its best effort to sell said production at the highest price in available markets. ANH will pay THE CONTRACTOR the direct cost and a reasonable selling margin to be agreed by the Parties. If no agreement has been made, the expert mechanism included in Clause 74 will apply.

35.4 Paying Participation: ANH will be solely responsible for making payments to which beneficiary entities are entitled under the law for royalty participation.

36.  PRICE FOR INTERNAL SUPPLY: Whenever THE CONTRACTOR is required to sell its crude to meet refining needs for internal supply, the price of said sale will be estimated based on international prices, as established in Resolution No. 18-1709 of December 23, 2003 issued by the Ministry of Mines and Energy, or in any other law or regulation that amends or substitutes it.

37. LOCAL GOODS AND SERVICES: THE CONTRACTOR will give preference to local suppliers of goods and services under equal competitive conditions in terms of quality, opportunity and price.

CHAPTER VI- CONTRACTUAL RIGHTS OF ANH.

38. RIGHTS FOR SUBSOIL USE:  THE CONTRACTOR’s use of subsoil will cause the following rights in favor of ANH:

38.1 Exploration Areas. For each phase, THE CONTRACTOR will acknowledge and pay ANH a fee per surface unit in accordance with the rules set forth in Annex D, subsection D.1. These sums will be paid within the month following the beginning of the corresponding phase.

38.2 Assessment and Production Areas. THE CONTRACTOR will acknowledge and pay ANH a fee per production unit it has ownership rights to, which sum, payable in United States dollars, will be the one defined in Annex D, subsection D.1. This payment will be made half-yearly in arrears, in the first month of the next half-year.

Paragraph: Production of natural gas destined to reinjection operations or to other processes directly related to the production of the same field from which extractions are made, will not give rise to payment for production rights as stated in this subsection.

39. FEE FOR HIGH PRICES:  THE CONTRACTOR will pay ANH a fee for high prices over the production it owns, whether in cash or in kind at ANH’s choice, as defined in Annex D, subsection D.2.

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40. ECONOMIC RIGHT FOR PARTICIPATION IN PRODUCTION: Whenever agreed, THE CONTRACTOR will pay ANH a percentage of total production after royalties, as a fee for participation in production pursuant to Annex D, subsection D.3. The fees referred to in Clauses 38 and 39 will not result from this participation. During the extension of the Production Period, the fees for subsoil use and high prices referred to in Clauses 38 and 39 respectively, will only result from THE CONTRACTOR’s volume, after subtracting the right to participation stated herein.

41. ECONOMIC RIGHTS IN PRODUCTION TESTS: Liquid Hydrocarbons obtained as a result of the production tests undertaken by THE CONTRACTOR will also cause the fees mentioned in the preceding clauses.

42. PARTICIPATION IN PRODUCTION DURING THE EXTENSION OF THE PRODUCTION PERIOD: In all extensions to the Production Period, THE CONTRACTOR will acknowledge and pay ANH as a fee for participating in production, a sum equivalent to ten percent (10%) of the cost of production of light Liquid Hydrocarbons at the Point of Delivery or five percent (5%) in the event of non associated Natural Gas or heavy Liquid Hydrocarbons — having API gravity less than or equal to fifteen degrees (15º) - obtained by THE CONTRACTOR from the date in which the initial Production Period ends, and valued at the Point of Fiscalization after discounting the percentage corresponding to royalties and the Economic Rights, as the participation percentage referred to in Clause 40. The fees stated in Clause 38 and 39 will not result from this participation.

Paragraph: During the extension of the Production Period, the rights resulting from the use of subsoil, from high prices and other ANH rights, will only result from the volume of THE CONTRACTOR after having subtracted the participation rights indicated herein.

43. TECHNOLOGY TRANSFER: In order to strengthen the institution and the sector, THE CONTRACTOR agrees to undertake at its own expense and cost, research, training, and education programs and to support ANH scholarships, the terms, conditions and beneficiaries of which will be determined by ANH during the duration of this Agreement.

All costs involved in research, training, education and support to ANH scholarships, until the limit indicated herein and except for labor rights, but which result from the compliance of the obligations agreed to by THE CONTRACTOR in this Clause, will be paid one hundred per cent (100%) by THE CONTRACTOR. THE CONTRACTOR will not pay under any circumstance for any labor costs related to the beneficiaries of the research, training, education or scholarships.

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To comply with the obligation to do stated in this Clause, during each phase of the Exploration Period and its extensions, THE CONTRACTOR agrees to undertake and pay for research, raining, education and ANH’s scholarships program in an amount up to twenty five per cent (25%) of the sum resulting from multiplying the number of hectares and the fraction hectare of the Contract Area, by the amount presented in the table in Annex D, subsection D.1. This estimate will be made at the beginning of each phase, including the first one. Regarding Production Areas, the obligation to do under this Clause will be up to ten percent (10%) of the amount corresponding to the right to use the subsoil indicated in Clause 38 (subsection 38.2) for each Calendar Year.

In no case, will THE CONTRACTOR be demanded to fulfill the obligation stated in this clause in an amount greater than one hundred thousand dollars (US$100,000.oo) constant in 2004 per phase or Calendar year as the case may be. The amount in current dollars of the nominal value of this maximum limit will be estimated for each calendar year considering the consumer index price published by the US Department of Labor for the end of June of the immediately preceding year.

Compliance of this obligation will be demanded from the month following the beginning of each phase or Calendar Year as the case may be, in accordance with the estimate made by ANH for that purpose.

Paragraph: THE CONTRACTOR may fulfill this obligation through a third party designated through and agreement by the Parties, or adhering as trustor in an administration and payment trust that is established for this purpose.

CHAPTER VII- INFORMATION AND CONFIDENTIALITY

44. SUPPLY OF TEHCNICAL INFORMATION: THE CONTRACTOR will keep ANH timely and permanently informed of the progress and results of operations.  Therefore, in addition to documents required in other Clauses herein, THE CONTRACTOR will provide ANH all scientific, technical and environmental information obtained during the performance of this Agreement, as they are obtained, and before the expiry date of each of the phases of the Exploration Period, and per Calendar Year during the Production Period.  This Exploration and Production information will be delivered to ANH in accordance with the Manual for the Provision of Information Concerning Exploration and Production.

45.  CONFIDENTIALITY OF THE INFORMATION.  The Parties agree that all data and information produced, obtained or developed as a result of the operations under this

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Agreement are considered to be strictly confidential during the five (5) following calendar Years, starting as of the end of the calendar Year in which they are produced, obtained or developed, or until termination of the Agreement or upon the partial relinquishment of the area, regarding the information acquired in those relinquished areas, whichever occurs first.

For interpretations based on data from the operations performed under this Agreement, the term will be twenty (20) calendar years, counted as of the date of the obligation to relinquish to ANH or upon termination of the Agreement or the partial relinquishment of areas regarding the information acquired in the relinquished areas, whatever shall occur first.

This stipulation does not apply to data or information the Parties must provide in accordance with legal provisions or regulations in force, nor those required by its affiliates, consultants, contractors, auditors, legal advisors, financial institutions and competent authorities having venue over the Parties or their affiliates, or due to the regulations of any stock exchange in which the shares of THE CONTRACTOR or its related parties are listed; however, the delivery of information must be notified to the other Party.

Restrictions on the disclosure of information will not prevent THE CONTRACTOR from supplying data or information to companies interested in the eventual assignment of rights regarding the Contract Area, provided that such companies sign the corresponding confidentiality agreement that fulfills the stipulations contained in this clause.

ANH agrees to refrain from delivering to third parties any information or data obtained as a result of THE CONTRACTOR’s operations, except as necessary to comply with some legal provision applicable to ANH, or in the normal course of its duties. For the remaining cases, ANH will require prior authorization by THE CONTRACTOR.

46. RIGHTS OVER INFORMATION Upon the expiration of the period of confidentiality set forth in the preceding Clause, it is understood that THE CONTRACTOR transfers to ANH all rights over all data and its interpretations, without THE CONTRACTOR losing the right to use said information. From that moment on, ANH may dispose of the information freely.

47. ENVIRONMENTAL AND SOCAL INFORMATION: THE CONTRACTOR will maintain ANH timely and permanently informed of the progress of environmental processes, including everything related to: the beginning of said processes, the procurement of the corresponding licenses, permits and other substantial decisions, the beginning of administrative procedures to sanction and the imposing of preventive measures and sanctions. Likewise, THE CONTRACTOR will timely inform of any difficulty

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presented during the course of these processes or that may affect the compliance of the foreseen periods.

48.  HALF-YEARLY EXECUTIVE REPORT.  In addition to the information referred to in other Clauses of this Agreement, the Manual for the Provision of Information, and the requirements of Colombian legislation, THE CONTRACTOR will deliver ANH basic and summarized information on matters such as but not limited to prospectivity, Exploration, Assessment and Production Operations, reserves- current production and forecasts, performance and projections for the following Calendar Year, personnel, industrial safety, environment and communities, national hiring percentage, among others.

These reports will be delivered within the sixty (60) calendar Days following the end of each calendar half-year. The report for the second semester will be the Annual operations Report.

49. INFORMATIONAL MEETINGS: ANH may summon THE CONTRACTOR to informational meetings at any time during the duration of this Agreement.

CHAPTER VIII- GUARANTEES, RESPONSIBILITIES AND INSURANCE

50. COMPLIANCE GUARANTEE: THE CONTRACTOR will issue guarantees in favor of ANH, in the form and on the terms and conditions provided for in this Agreement, to secure the compliance and appropriate performance of all obligations of each phase of the Exploration Period, and of the Subsequent Exploration Program, if any, and the remaining activities inherent to such obligations, and to secure payment of penalties imposed for failure to comply under this Agreement. The execution of this guarantee does not exempt THE CONTRACTOR from paying all damages resulting from failure to comply or for the inappropriate performance of this Agreement, and consequently, said payments may be cumulative.

50.1 Form Of Guarantees: THE CONTRACTOR will, at its own expense, establish one or more standby letters of credit, which shall be unconditional and irrevocable, payable at sight and opened with a bank or financial institution legally established in Colombia. THE CONTRACTOR may present another instrument and/or agency, which must be previously approved by ANH.

50.2 Amount Of Guarantees: THE CONTRACTOR: will grant the guarantees corresponding to each phase of the Exploration Period or the Subsequent Exploration Programs the case may be, in a percentage of the estimated value of the budget for each phase of the Exploration Program or the Subsequent Exploration Program as the case

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may be, for no less than the ten percent (10%) commonly applied in areas directly assigned, estimated in dollars of the United States of America and payable in Colombian pesos as stated in Annex E. The amount of the guarantee may in no event be less than one hundred thousand dollars (US$100,000.oo) of the United States of America.

50.3 Delivery Of Guarantees: THE CONTRACTOR will deliver the guarantees mentioned in this Clause to ANH, in accordance with the essential terms in the forms included in Attachment E hereto, not less than eight (8) calendar Days prior to the start of each phase of the Exploration Period, or of the subsequent Exploration Program, as the case may be. For the first Phase, THE CONTRACTOR will provide the guarantee in the fifteen (15) calendar Days following the date the contract is executed. If THE CONTRACTOR is reasonably unable to deliver the guarantees to ANH for causes not attributable to THE CONTRACTOR in the term stipulated above, ANH may extend the delivery date upon the request of THE CONTRACTOR.

Paragraph: Pursuant to the rules set forth in Clause 60 (Resolution), if THE CONTRACTOR fails to deliver the guarantees or the extensions thereof requested by ANH within the terms stipulated, ANH may terminate this Agreement.

50.4.  Validity Of Guarantees:  Each and every guarantee must be valid for the (total or partial) term of the phase whose obligations are being secured, plus at least six (6) additional months.  In the event of extensions to the terms of the Agreement, guarantees must also be extended or replaced by others of the same value, and the minimum validity equal to the time of the extension or the term remaining in the phase plus six (6) additional months.

50.5 Rejection Of Guarantees:  ANH will reject guarantees provided by THE CONTRACTOR if they fail to comply with the requirements of this Clause.  ANH will advise THE CONTRACTOR of said rejection. As of said notice, THE CONTRACTOR will have fifteen (15) calendar Days to correct the mentioned guarantee. If not corrected, guarantees rejected will be deemed not delivered for the purposes of Subsection 50.3.

50.6 Calls On Guarantees:  ANH will call on guarantees if THE CONTRACTOR fails to comply all or part of any of the obligations secured, without prejudice to the performance of the remaining obligations contracted.  Payment of standby letter(s) of credit does not relieve THE CONTRACTOR of its obligation to pay indemnities for damages caused by its breach.  ANH reserves the right to resort to mechanisms for the settlement of disputes when the value of the guarantee is not sufficient to cover the amount of indemnities.

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51. RESPONSIBILITIES OF THE CONTRACTOR: THE CONTRACTOR will undertake the following responsibilities among others, at its own cost:

51.1 Labor Responsibilities: For all legal purposes, THE CONTRACTOR will be the sole employer of the workers hired to develop the activities under this Agreement and, as a result, shall be liable for all labor obligations resulting from labor contracts or relations, such as paying wages, benefits, tax related contributions, registration and contributions towards pension funds, health benefits and professional hazards to the Social Security System under the law.

THE CONTRACTOR will diligently and appropriately train any Colombian personnel required to replace foreign personnel that THE CONTRACTOR considers necessary to undertake the activities under this Agreement.

At any rate, THE CONTRACTOR must comply with the legal regulations indicating the percentage of local and foreign employees and workers.

51.2 Responsibility Resulting From Operations: THE CONTRACTOR will perform the obligations under this Agreement in a responsible, diligent, efficient as well as in a technically and economically appropriate manner. It will ensure that all subcontractors fulfill the terms of this Agreement, Colombian laws and follow Good Oil Industry Practices.

THE CONTRACTOR will be solely liable for damages and losses caused as a result of the activities and operations under this Agreement, including those caused by subcontractors, in the understanding that it will not be liable  to ANH at any time for mistakes in criteria or for losses or damages that do not result from gross negligence or intentional misconduct.

When THE CONTRACTOR subcontracts, the work or services subject to subcontracting will be performed in its name, as a result of which THE CONTRACTOR will keep its direct responsibility for the obligations established in the subcontract and resulting therefrom, an it cannot be released from said responsibilities as a result of the subcontract.

ANH will not undertake any responsibility for losses or damages caused to third parties by THE CONTRACTOR, its employees, subcontractors or the employees of the subcontractors in performing the activities under this Agreement.

51.3 Environmental Responsibility:  THE CONTRACTOR will give special care to the protection of the environment, and the compliance of regulations applicable on the matter and Good Practices. Likewise, THE CONTRACTOR will adopt and implement specific

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contingency plans to attend to emergencies, and repair damages in the most efficient and timely manner possible.

In the phases of the Agreement involving activities the performance of which is subject to environmental licenses, permits, concessions or authorizations, THE CONTRACTOR must begin the corresponding procedure before the competent authorities within ninety (90) calendar days after starting the corresponding phase.

It is understood that the process to request an environmental license has begun when the following documents are filed:

a)evidence of the request filed before the MAVDT, to make a statement concerning the need to elaborate he Environmental Alternative Diagnosis.

b)Evidence of the request filed before the Ministry of the Interior and Justice to certify that ethnic groups exist in the area affected by the project.

c)Evidence of the beginning of the environmental impact study or environmental management plan as the case may be.

THE CONTRACTOR’s failure to meet the terms stated in this subsection or lack of diligence during the corresponding procedures, will not allow THE CONTRACTOR to argue to ANH a delay in obtaining licenses, permits, concessions or authorizations as support to request an extension or suspension of the obligations of each corresponding phase, and will give rise to a breach of this Agreement.

Whenever any activity or Exploration Operation requires permits, authorizations, concessions or environmental licenses, THE CONTRACTOR will refrain from undertaking them until the said permits, authorizations, concessions or environmental licenses are obtained. THE CONTRACTOR may not start production if the environmental impact studies are not approved and the corresponding environmental licenses and other requirements are not issued.

All sanctions and preventive measures adopted by environmental authorities against THE CONTRACTOR for failure to comply with environmental duties under its charge will result in a breach of this Agreement and its subsequent termination, provided that said failure affects compliance of the obligations under this Agreement.

THE CONTRACTOR will inform ANH on a semester-by-semester basis, of the of the environmental aspects of the Operations, how preventive and contingency plans are applied, and the state of ongoing procedures before the competent environmental authorities regarding permits, authorizations, concessions or licenses as the case may be.

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52. COMPLIANCE POLICY FOR LABOR OBLIGATIONS: Within the fifteen (15) days after starting the first phase, THE CONTRACTOR will acquire an insurance policy that ensures payment of salaries, labor related benefits and compensations and any other labor related credits resulting from judicial decisions made to decide on a claim filed by a worker hired by THE CONTRACTOR as the sole and true employer to perform the activities under this Agreement.

Eight (8) days prior to the beginning of each subsequent phase of the Exploration Period, and of each calendar year during the Production Period, THE CONTRACTOR will renew the policy or present a new one to replace it. The policy may not have duration of less than the term of the corresponding phase plus three (3) additional years during the exploration period or four (4) years for the extensions during the Production Period and at any rate, for three (3) years starting on the date stipulated for the termination of the Agreement.

The value insured will be at least five per cent (5%) of the amount of the annual investment for each exploration phase or ten per cent (10%) of the total estimated costs for each Calendar Year during the Exploration Period, at THE CONTRACTOR’S choice; or ten per cent (10%) of the total annual cost of personnel directly assigned to the Production Area during the Production Period, for the first year of the duration of the policy or for each subsequent year, which will be adjusted every time it is renewed.

53. INSURANCE: THE CONTRACTOR will procure all insurances required by Colombian law and any other regular insurance expected in Good Oil Industry Practices.  Likewise, it will require each contractor performing works under this Agreement, to procure and maintain the insurances it considers necessary in full force and effect.  The costs incurred by the procurement and maintenance in full force and effect of these insurances will be borne by THE CONTRACTOR.

54. INDEMNITY: THE CONTRACTOR will compensate, defend and maintain ANH, as well as its employees and properties free of any claim or action resulting from acts or failures of THE CONTRACTOR, its directors, agents, personnel, employees and representatives during the development and performance of this Agreement. THE CONTRACTOR will be solely liable for losses or damages caused to third parties resulting from actions or failures of THE CONTRACTOR, its directors, agents, personnel, employees and representatives during the development and performance of this Agreement.

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CHAPTER IX- RELINQUISHING AREAS

55. MANDATORY RELINQUISHING OF AREAS: THE CONTRACTOR will relinquish the Exploration, Assessment and Production Areas in all cases stated in this Agreement as a cause to relinquish, whether by waiver, expiration of terms, for the causes stated in Clause 15 (subsection 15.1) hereof, for failing to undertake the activities corresponding to Work Programs or in general, for any other cause resulting from this Agreement that imposes onto THE CONTRACTOR the obligation to relinquishing areas.

56. VOLUNTARY RELINQUISHMENT OF AREAS: At any time, THE CONTRACTOR may relinquish parts of a Contract Area, provided that compliance of the obligations agreed to herein is not affected. If said areas are voluntarily relinquished during the Exploration Period, they will be credited to mandatory relinquishment.

57. LIMITING THE AREAS RELINQUISHED: The Areas relinquished by THE CONTRACTOR will include the minimum possible number of joint rectangular blocks limited by North-South and East-West boundaries, following whenever possible a grid similar to the maps of the Instituto Geográfico Agustin Codazzi with coordinates referred to datum MAGNA-SIRGAS.

58. RESTORING RELINQUISHED AREAS: THE CONTRACTOR will undertake all necessary abandonment activities and will restore the areas returned in accordance with Colombian laws and this Agreement.

59. FORMALIZING RELINQUISHED AREAS: All relinquishment of areas under this Agreement will be formalized by a minute executed by the Parties. If the above is not possible, ANH will formalize the relinquishment through an administrative decision.

CHAPTER X- RESOLUTORY CONDITIONS, BREACH AND PENALTIES

60. PRIOR RESOLUTORY CONDITIONS: In cases requiring compliance of conditions prior to starting a phase or period, or within a specific period after the beginning of a phase or period, ANH may terminate Agreement if the condition is not met. To this end, ANH will communicate to THE CONTRACTOR so it will provide the necessary explanations within a period of five (5) calendar days. If THE CONTRACTOR does not provide a reasonable explanation, ANH will terminate the Agreement and THE CONTRACTOR will not be entitled to any claim whatsoever.

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61. PROCEDURE IN CASE OF A BREACH: In the event that during the performance of this Agreement THE CONTRACTOR fails to fulfill obligation(s) herein, the Parties agree that penalties will be imposed and / or the Agreement will terminate, in which case

ANH will complete the following procedure:

In the event of a breach to this Agreement, ANH will report said breach to THE CONTRACTOR in writing, which will include the facts, supporting evidence and the reasons for which the Agreement is breached. If during the twenty (20) working days following receipt of the communication, THE CONTACTOR does not object it in a motivated and supported writing addressed to ANH within the same period indicated in the preceding paragraph, it is understood that THE CONTRACTOR accepts that the breach existed.

Once the breach has been established, ANH will have a period of sixty (60) days to repair the breach if it considers that the reasons for THE CONTRACTOR’S breach are acceptable.

If ANH considers that the reasons for the breach are unacceptable, or that it was not repaired within the period provided for this purpose, it will discretionally decide depending on how serious the breach is, whether it will impose a penalty or terminate the Agreement pursuant to the following clauses.

62.  PENALTIES: Once the breach has been established ANH may impose penalties as sanctions on THE CONTRACTOR that ensure the timely, effective and efficient compliance of the obligations of THE CONTRACTOR.

In the event that Penalties are imposed, these shall be a sum up to the value of the activity not fulfilled, if the obligation has a set amount. In the event that the amount of the obligation is undetermined, penalties will be up to fifty thousand (US$50,000.oo) dollars of the United States of America for the first time, and up to twice the fine initially imposed when there is a second breach and so on, doubling the maximum limit of the penalties caused until it equals the amount of the guarantee.

Once the periods set by ANH to pay Penalties and / or comply with THE CONTRACTOR’S failed obligations, without the latter fulfilling said obligations, ANH may terminate the Agreement and execute the guarantee.

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CHAPTER XI- TERMINATION

63. CAUSES FOR TERMINATION. This Agreement will terminate and THE CONTRACTOR’s rights will cease in any of the following circumstances:

a)Resignation of THE CONTRACTOR during the Exploration Period, in the cases provided for in Clause 4 (Subsection 4.1.1);

b)Expiry of the Exploration Period, without notice of discovery by THE CONTRACTOR under the provisions of Clause 13;

c)Expiry of the Exploration Period when THE CONTRACTOR has given notice of Discovery without presenting the corresponding Assessment Program in accordance to Clause 14.

d)Resignation of THE CONTRACTOR at any time during the Production Period;

e)Termination of the Production Period;

In these cases, the effects of the Agreement will terminate concerning the Production Area in which the Production Period has terminated.

f)Through the application of any of the causes for Unilateral Termination foreseen in this Agreement;

g)Through a declaration of breach on the part of THE CONTRACTOR;

h)With the occurrence of any of the causes for termination or lapsing ordered by the law.

i)At any time, by mutual agreement between the Parties;

In the circumstances provided for in (f), (g) and (h) above, ANH will call on the guarantee mentioned in Clause 50, without prejudice to any recourse it may have, or actions the ANH may decide to file.

64. TERMINATION OF THE AGREEMENT FOR EXPIRATION OF THE EXPLORATION PERIOD: This Agreement will terminate upon the expiration of the Exploration Period if there is no Production Area, and Assessment Area or a Discovery made by THE CONTRACTOR in the last phase of the Exploration Period in the Contract Area. In this case, THE CONTRACTOR will return all of the Contract Area to ANH, without prejudice to the compliance of the remaining obligations and is under the obligation to provide evidence that it has complied with the Abandonment, evidencing that the wells drilled have been duly sealed and abandoned, that surface structures have been completely dismounted and it has completed cleaning and environmental restoration work in accordance with applicable legal provisions.

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65. VOLUNTARY TERMINATION OF THE PRODUCTION PERIOD:  THE CONTRACTOR may terminate this Agreement with regards to any Production Area at any time during Production Period, to which end it will inform ANH no less than three (3) months in advance, without prejudice to the compliance of remaining obligations.

66. UNILATERAL TERMINATION: ANH may unilaterally declare the termination of this Agreement at any time, in the following cases:

a)The beginning of THE CONTRACTOR’S liquidation process, if it is a legal entity;

b)A judicial embargo to THE CONTRACTOR if it seriously affects the compliance of this Agreement;

c)When THE CONTRACTOR is composed of several legal entities and / or individuals, the causes stated in the preceding subsections will apply when they seriously affect the compliance of this Agreement;

67. TERMINATION DUE TO FAILURE TO COMPLY:  The causes for termination and / or penalties resulting from a breach, are as follows:

a) Failure to timely initiate the process to obtain environmental licenses, pursuant to the provisions of Clause 51, subsection 51.3.

b) Assigning of all or part of this Agreement, without observing the provisions of Clause 75;

c) Unreasonable suspension of Exploration Operations for more than six (6) consecutive months in any given phase;

d) Unreasonable suspension of Assessment and/or Exploration Operations for a period of time exceeding half the term of the Assessment Program in an Assessment Area, or for six (6) consecutive months in an Exploration Area.

In such cases, the effects of this Agreement will cease with regard to the Assessment or the Production Area in which the suspension of Operations has occurred;

e) Inappropriate use of resources and minerals, which are not part of the object of this Agreement;

f) Unreasonable omission of the delivery, in the terms set forth for this end, of technical information resulting from the Exploration, Assessment, Development or Production Operations;

g) Unreasonable breach of any other obligation agreed to by THE CONTRACTOR by virtue of this Agreement and related to its object.

68. MANDATORY TERMINATION AND EXPIRATION: ANH will declare termination, expiry and the mandatory liquidation of this Agreement with the occurrence of causes provided in the law, such as those foreseen in Law 418 of 1997, successively extended

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and amended by Laws 418 of 1997 successively by law 548 of 1999 amended and 782 of 2002 or Law 40 of 1993, or in laws which replace or amend them.

69.REVERSION OF ASSETS: Whenever the operating rights and obligations concerning a Production Area terminate, THE CONTRACTOR will leave the wells that are productive at the time in good condition, and construction and other real estate properties, all of which will be transferred free of charge to ANH with the right of passage and goods acquired to benefit production up to the Point of Delivery, even if such goods are outside the Production Area.

With regards to the movable goods exclusively destined to the service of the said Production Area, if termination results from the cause sated in Clause 63 subsection d), before the end of the ten (10) year production period, THE CONTRACTOR must offer them for sale to ANH at the price listed in accounting records. If in a period of three (3) months starting on the date the offer is made, ANH has not given a positive answer, THE CONTRACTOR may freely dispose of such goods. If termination occurs after the first ten (10) years of the Production Period, said goods will be transferred free of charge to ANH.   In all other cases, the goods will revert free of charge to ANH.

ANH will determine which wells, including those that are productive at the time, must be abandoned and which will continue producing.

Any disagreement concerning the nature and / or the destination given o those goods will be solved pursuant to the procedure indicated in Chapter XII.

THE CONTRACTOR is obliged to assign to ANH the environmental license and the economic resources necessary to meet the obligations concerning Abandonment. Enforcement of this clause does not entail a substitution of employers between THE CONTRACTOR and ANH.

69.1 Project Financing: Upon the return of the area or termination of the Agreement when one or the other have occurred after the ten (10) year Production Period, THE CONTRACTOR will transfer free of charge to ANH all rights resulting from contracts under project financing mode such as Leasing, Construction, Operation and Reversal of Goods — BOT (Build, Operate and Transfer), BOM (Build, operate, Maintain and Transfer), MOT (Modernize, Operate and Transfer) and any similar contracts, upon the termination of which said contracts establish the obligation to transfer property of goods, equipment and facilities to THE CONTRACTOR, when said contracts have been executed to develop the Production Period of the corresponding Area. At any rate, said contracts will require prior

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authorization of ANH in the event that are executed for a period greater than the Production Period.

69.2 Inventories: THE CONTRACTOR may dispose at any time of the goods and equipment located up to the Point of Delivery and that are not essential to maintain the existing production conditions. Notwithstanding the above, after ten (10) years of the Production Period for each Production Area, or when eighty per cent (80%) of proven reserves have been produced, whichever happens first, THE CONTRACTOR will require prior authorization from ANH to make said disposals.

70. LATER OBLIGATIONS: Once this Agreement is terminated for any cause and at any time, the Parties are under the obligation to satisfactorily meet their legal obligations, whether mutual or with third parties and those agreed to under this Agreement. For THE CONTRACTOR, this includes the responsibility for losses or damages resulting when the Agreement has terminated unilaterally and when for causes attributable to THE CONTRACTOR, compensation whether legal or otherwise is due.

71. ABANDONMENT: Without prejudice to the terms of Clause 69 of this Agreement, in all cases where there is an application for the relinquishment of onshore or offshore areas, THE CONTRACTOR will schedule and undertake all Abandonment activities, pursuant to Colombian legislation, and observing Good Oil Industry Practices.

71.1 Starting Abandonment.  In the sixty (60) Days following the date on which an Exploration or Assessment Area should be relinquished, THE CONTRACTOR will begin an Abandonment process to ANH’s satisfaction, which may not be unreasonably interrupted.

71.2 Abandonment Of Production Areas.  The Exploitation Plan for each Production Area will include the corresponding Abandonment Program. Likewise, when updating the Development Plan mentioned in Clause 20, THE CONTRACTOR will make the necessary adjustments to the Abandonment Program.

72. LIQUIDATION OF THIS AGREEMENT: Within the four (4) months following the termination of activities concerning this Agreement, the Parties will liquidate the Agreement, to which end they will execute a minute of liquidation. If the Parties have not liquidated the Agreement or have not agreed on the contents of said liquidation within the term provided, ANH will unilaterally liquidate the Agreement when it has all the information necessary for this purpose and will inform THE CONTRACTOR whether there are or not any obligations pending.

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CHAPTER XII- SETTLEMENT OF DISPUTES

73. EXECUTIVE STEP.  Any difference or disagreement arising in regard to the performance of this Agreement and related hereto, will be solved by the officers of the Parties authorized for this purpose.

If the disagreement has not been resolved within thirty (30) calendar Days from the date of written notice, the matter will be referred to the most senior executive of the Parties residing in Colombia, in order to seek a joint solution.

If within thirty (30) calendar Days following the date on which one of the Parties has requested the other to subject the disagreement to the above mentioned senior executives, the Parties reach an agreement or decision on the matter in question, that agreement or decision adopted will be signed within fifteen (15) calendar Days after reaching such an agreement or decision.

74. EXPERT INTERVENTION AND ARBITRATION:  If within the thirty (30) Days mentioned, the senior executives of the Parties (residing in Colombia) cannot reach an agreement or decision, or if within the fifteen (15) Days mentioned, no agreement or decision or agreement reached is signed, either Party may resort to the mechanisms provided for in this Clause as the case may be, and as follows:

74.1 Technical Experts.  If the matter is a technical disagreement, it will be submitted to the opinion of experts appointed as follows: one by each party, and the third named by the other two experts.  Should the experts not agree and upon the petition of either party, the third expert will be appointed by the association of professionals with greatest relation to the matter under dispute or a related area, where the association is a technical consultative body for the Government, based in Bogotá.

Once the experts have been appointed:

a)They will issue their opinion in the thirty (30) Days following their appointment.  The experts will indicate the place and time for the receipt of information from the Parties.  At the request of the experts, the Parties may grant an extension of the initial term allowed.

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b)The Parties will deliver all relevant information, which the experts may consider necessary;

c)The Parties will focus on and set a limit to the matters which they are to decide;

d)The costs and expenses of technical experts will be borne by the Parties in equal portions.

e)The opinion will be issued by majority, will be binding on the Parties and will have the effect of a transaction.

74.2 Accounting Experts.  If the disagreement concerns an accounting matter, it will be submitted to the opinion of experts who will be certified public accountants, appointed as follows: one appointed by each party, and the third by the two principal experts.  Should the two experts fail to agree, and at the petition of either party, the third expert will be appointed by the Junta Central de Contadores de Bogotá (Bogotá’s Board of Public Accountants). Once the experts have been appointed, the procedure will be similar to that stipulated in the preceding Subsection.

74.3 Dispute As To Nature.  If the disagreement between the Parties is with regard to the technical, accounting or legal quality of the dispute, then it will be considered to be a legal matter.

74.4 Arbitration.  Any disagreement or controversy derived from or related to this Agreement, and which is not a technical or accounting in nature, will be solved by arbitration.

The arbitration tribunal will be composed of three (3) arbitrators appointed by mutual consent between the Parties.  If the Parties cannot agree on the appointment of the arbitrators, they will be appointed by the Bogota Chamber of Commerce Arbitration and Conciliation Centre, prior request of either Party.

At any rate, the arbitrators must have credited experience of more than five (5) Years in matters related to the oil industry.  The tribunal will apply Colombian substantive law in force, and its decision will be in law.

Arbitration proceedings will be conducted in Spanish.

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74.5 Exclusion.  In accordance with the terms of Clause 4 (Subsection 4.2.1) above, the lack of agreement between the Parties regarding the extension of the Production Period for each Production Area will not be deemed to be a disagreement, and will not be subject to the procedures established in this Clause.

CHAPTER XIII- FINAL DISPOSITIONS

75. ASSIGNMENT RIGHTS: THE CONTRACTOR has the right to assign or transfer all or part of its interest, rights and obligations under this Agreement, prior written authorization by ANH, to another person or company with the financial capacity, the technical competence, the professional skills and the legal capacity required to act in Colombia.

75.1 Procedure. To this end, THE CONTRACTOR will submit a written request to ANH, indicating the essential elements of the negotiations, such as the name of the potential assignee, the information on its legal, financial, technical and operational capacities, the value of the rights and obligations to be assigned, the scope of operations, etc.

Within sixty (60) business Days of receipt of the request presented in full form, ANH will exercise its discretion to analyze information supplied by THE CONTRACTOR, after which it will make a decision it will not be obliged to explain.

If any of the companies making up THE CONTRACTOR is involved in any merger, spin off, absorption, or transformation into another type of Corporation, prompt advise thereof to ANH will suffice, without prejudice to the information that other Colombian authorities may require.

ANH reserves the right to evaluate the new circumstance of THE CONTRACTOR or any of the companies that are a part thereof, concerning its financial capacity, technical competence, professional skills and legal capacity required to act, and may require that guarantees be procured.

Paragraph: When assignments are made in favor of companies that control or manage THE CONTRACTOR, or in favor of one of the companies that are a part thereof or its affiliates or subsidiaries, or among the companies that make up the same financial group if ANH does not provide an answer within the established term, it will be understood that the operation has been authorized, provided that the assignee meets the minimum regulatory requirements.

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76 - FORCE MAJEURE AND ACTS OF THIRD PARTIES: For the purposes of this Agreement, force majeure is an unforeseen event impossible to resist, such as a law, an act of authority, shipwreck, earthquake, or similar events; an act by a third party is an irresistible act, legally alien to the party alleging it, such as war, and ill-intentioned act by third parties, or similar acts.

For the purposes of this Agreement, both force majeure and acts by third parties will be considered to relieve from liability, and to suspend performance of non-financial obligations affected by such circumstances, provided that they constitute a cause that is alien to the party effected, and the Party receiving notice of the same accepts that it is irresistible, and that the event occurring is an impediment to fulfilling the contractual obligations of the alleged event.

The performance of obligations under this Agreement will be suspended during the time in which either Party is unable to perform all or part of its obligations, due to force majeure or irresistible acts by third parties.

The existence of Force Majeure and / or Irresistible Acts by Third Parties will be determined as follows:

76.1 Notice: Whenever either Party is affected by any of said circumstances, it will advise the other within the following fifteen (15) calendar Days, invoking this Clause, and presenting proper justification, specifying the nature of the circumstances arising, the manner in which compliance of the related obligation is affected, the estimated period of suspension of activities, and any other information indicating the occurrence of the event and the irresistibility of its effects.

76.2 Acceptance and Temporary Suspension.  Within twenty (20) calendar Days following receipt of notice, the unaffected Party will respond in writing, accepting or not the circumstance relieving liability. This acceptance will suspend the terms to fulfill the obligations affected. In this case, suspension of affected obligations will commence from the moment when the event invoked as a cause for exoneration occurred.

If the Party not affected does not reply within the stipulated time, it will be provisionally understood that it accepts the occurrence of the cause invoked, and performance of the obligations affected will be suspended until the unaffected party makes a statement.  Suspension will only interrupt compliance of the obligations affected.

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76.3 End of Suspension.  The Party affected by the cause relieving liability will resume compliance of obligations suspended within the month following the disappearance of the event invoked as a cause for suspension.  In this case, it will inform the other Party in the following twenty (20) calendar Days.

The Party obliged to perform the obligation will make its best efforts to perform it according to the terms and conditions agreed by the Parties.

76.4 Restoration of Terms.  If the suspension prevents the performance of any of the Operations and said impediment is prolonged for more than two (2) consecutive months, ANH will acknowledge the entire contract term that was missing when the suspension began, in order to terminate the corresponding phase or period without prejudice to the fact that THE CONTRACTOR must extend the existing guarantee or procure a new one, under the terms of Clause 50.

Paragraph: For the purposes hereof, normal winter or the process to obtain an environmental license will not be cause to relieve responsibility as force majeure or acts of third parties with respect to the obligation to drill the well, while said circumstances are foreseeable by THE CONTRACTOR.

77. TAXES: THE CONTRACTOR will be subject to Colombian tax laws.

78. CURRENCY. All payments made by THE CONTRACTOR to ANH under this Agreement will be made in United States dollars when permitted by exchange regulations or in Colombian pesos and at the bank designated for this purpose by ANH. THE CONTRACTOR may make payments in other currencies when exchange regulations allow it and ANH authorizes it.

78.1 Exchange Rate. If currency conversion is required from United States dollars to Colombian pesos, the market index rate certified by the Office of the Colombian Financial Superintendent or the agency that replaces it, for the date of payment will be applied.

78.2 Penalty interest. If payments due from THE CONTRACTOR to ANH by virtue of this Agreement are not made within the terms established, THE CONTRACTOR will pay Penalty Interest.

79 — EXTERNAL COMMUNICATIONS- Whenever THE CONTRACTOR needs to make a public statement or announcement or communiqué with respect to this Agreement concerning information that might affect the normal performance thereof, THE CONTRACTOR will previously advise ANH.

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In any case external communications with regard to Discoveries made, Discoveries declared or to be declared commercial and Hydrocarbon volume reserves will be informed to ANH at least two (2) business days in advance.

80- APPLICABLE LAW: This Contract will be governed in all its parts by Colombian law. THE CONTRACTOR waives any attempt at diplomatic claims to support its rights and obligations under this Agreement, except in the case of denial of justice.  It is understood that there will be no denial of justice if THE CONTRACTOR has had access to all recourses and means of action available under Colombian law.

81— LANGUAGE: The official language for all purposes and actions related to this Agreement will be Spanish.

82- DOMICILE For all purposes of this Agreement, the Parties establish the city of Bogota, D.C., Republic of Colombia as their domicile.

(END OF ANNEX A)

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ANNEX B

CONTRACT AREA

ANNEX TO THE EXPLORATION AND PRODUCTION AGREEMENT FOR THE “LLA34” BLOCK

The total area comprised in the block described below is thirty three thousand two hundred and fifty eight (33,258) hectares with one thousand seventy five (1,075) square meters. The Cartographic information was taken from the political map of Colombia, I.G.A.C’s digital file at a scale of 1:1’500.000.

BLOCK LLA34

The area of the polygon formed by the vertexes listed below is thirty three thousand two hundred and fifty eight (33,258) hectares and one thousand seventy five (1,075) square meters, which is in its entirety within Polygon B as defined in Article 4 of Agreement No. 008 of May 3, 2004.The block is located within the municipalities of Tauramena and Villanueva in the Department of Casanare and Cabuyaro in the Department of Meta.  This area is described below and, as indicated in the map attached as attachment “B” that is a part of this Agreement, as well as in the corresponding charts; the Geodesic Vertex “GPS-D-CA-001” of the Instituto Geográfico Agustín Codazzi has been taken as the point of reference, and whose GAUSS Bogotá origin flat coordinates datum MAGNA- SIRGAS are: N-1069800,670 meters, E — 1146047.362 meters, corresponding to the geographic coordinates datum MAGNA-SIRGAS Latitude 5º 13’ 33,6964” North of the Equator, Longitude 72º 45’ 36, 7819” West of Greenwich.

Point A:

From this vertex a S 1º 27’ 49,873” W direction is followed for a distance of 80342,788 meters until reaching point “A”, whose coordinates are N- 989484,103 meters, E- 1143994,902 meters.

Point B:

From this vertex a N 89º 53’ 44 026” E is followed for a distance of 7968,622 meters until reaching point “B”, whose coordinates are N- 989498,628 meters, E- 1151963,496 meters Line “A-B” limits in its entirety with the BALAY sector that is operated by PETROBRAS.

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Point C:

From this point an N 0º 6’ 33,184” W is followed for a distance of 7,869 meters until reaching point “C”, whose coordinates are N- 989506,497 meters, E- 1151963,496 meters. Line “B-C” limits in its entirety with sector LLA 32 that is operated by TC OIL & SERVICES S.A.

Point D:

From this point a N 89º 53’ 21,42” E is followed for a distance of 19588,904 meters until reaching point “D”, whose coordinates are N- 989544,35 meters, E- 1171552,363 meters. Line “C-D” limits in its entirety with sector LLA 32 that is operated by TC OIL & SERVICES S.A.

Point E:

From this point a S 43º 1’ 34,9” W is followed for a distance of 2257,527 meters until reaching point “E”, whose coordinates are N- 987894,008 meters, E 1170011,974- meters. Line “D-E” limits in its entirety with sector GARIBAY sector that is operated by SOLANA.

Point F:

From this point a N 89º 59’ 59,712”W is followed for a distance of 5017,821 meters until reaching point “F”, whose coordinates are N- 987894,015 meters, E- 1164994,153 meters. The “E-F” line limits along its entire extension with the TIPLE sector operated by CEPCOLSA.

Point G:

From this point a S 0º 0’ 0,255” W is followed for a distance of 13770,316 meters until reaching point “G”, whose coordinates are N- 974123,699 meters, E- 116994,136 meters. The “F-G” line limits along its entire extension with the TIPLE sector operated by CEPCOLSA.

Point H:

From this point a N 89º 59’ 59,745” W is followed for a distance of 20999 meters until reaching point “H”, whose coordinates are N- 974123,725 meters, E- 1143994,885 meters. The “G-H” line limits along its entire extension with the CABRESTERO sector operated by CEPCOLSA.

From this point a N 0º 0’ 0,228 E is followed for a distance of 15360,378 meters until reaching point “A”, starting and finishing points to establishment of boundaries. Line “ H-A” limits in its entirety with sector CORCEL that is operated by PETROMINERALES.

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ANNEX B

(End of Annex B)

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Calculation of the Area, Directions and Distances based on Gauss Coordinates,
Bogotá Origin. Datum MAGNA-SIRGAS

Data and Results Table for the BLOUQUE LLA34sector

Municipal jurisdictions of Tauramena and Villanueva in the Department of Casanare and Cabuyaro in the Department of Meta

	FLAT COORDINATES
Point	NORTH	EAST	Distance	Dif. North	Dif. East	DIRECTION
VERT	1069800,670	1146047,362
			80342,788	-80316,57	-2052,46	S 1º 27’ 49.873” W
A	989484,103	1143994,902
			7968,622	14,53	7968,61	N 89º 53’ 44.026” E
B	989498,628	1151963,511
			7,869	7,87	-0.01	N 0º 6’ 33.184” W
C	989506,497	11151963,496
			19588,904	37,85	19,588,87	N 89º 53’ 21.42” E
D	989544,350	1171552,363
			2257,527	-1,650,34	-1,540,39	S 43º 1’ 34.9” W
E	987894,008	1170011,974
			5017,82	0,01	-5,017,82	N 89º59’ 59.712” W
F	987894,015	1164994,153
			13770,316	-13,770,32	-0,02	S 0º 40’0,225” W
G	974123,699	1164994,136
			20999,251	0.03	-20,999,25	N 89º 59’ 59.745” W
H	1,127,460.934	1,388,166.614
			15360,378	15,360,38	0.02	N 0º 0’ 0.228” E
A	989494,103	1143994,902

Area of the Block (Ha) :              33.258,1075

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ANNEX C

MANDATORY EXPLORATION PROGRAM

THE CONTRACTOR agrees to undertake at least the Exploration Program described below:

Phase 0 Prior to including Phase 0, the presence of ethnical groups in the areas affected by the exploration work must be identified. To this end, THE CONTRACTOR must confirm this circumstance by informing ANH in writing, within the first thirty (30) days after the execution of the Agreement.

Duration: Up to six (6) months starting on the date the Agreement is executed.

Activities:

To undertake the process for prior consultation, whenever necessary, before beginning the first phase.

During this period, the contractor companies are expected to simultaneously undertake the planning, work location, socialization and environmental license as well as he processes prior to contracting goods and services.

Note. ANH may terminate Phase 0 when the process of making prior consultation has ended or when THE CONTRACTOR does not advance diligently in the above activities. This phase may be extended if difficulties arise in the process of making prior consultation that are beyond the control of THE CONTRACTOR. Prior consultation will be made in coordination with ANH.

No payment or obligation will be due to ANH during the performance of Phase 0.

To begin both Phase 0 as well as Phase 1 of the Agreement, THE CONTRACTOR agrees to issue an insurance policy in favor of State entities within the ten (10) calendar days following the signing of the Agreement, to secure compliance of the initial obligations of the Agreement in an amount equivalent to one hundred thousand dollars (US$100,000.oo) and for a term of six (6) months starting on the date the Agreement is executed. The above does not exclude the obligation to execute the compliance guarantee referred to in Clause 50 and Annex E of the Agreement draft.

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Minimum Exploration Program

Phase	Duration	Activity	Total ActivityUS$
1	36 months	Acquisition, processing and interpretation of 67km of 2D seismic.	1,223,889
		Drilling of 1 A3 exploratory well.	7,900,000
2	36 months	Drilling of 2 A3 exploratory wells.	15,800,000
Investment: X			24,923,889

Additional Exploratory Program:

Phase	Duration	Activity	Total ActivityUS$
1	36 months	Acquisition, processing and interpretation of 253 km of 2D seismic.	4,700,000
		Drilling of 1 A3 exploratory well.	7,888,000
2	—	—	—
Investment: X			12,588,000
Total Investment			37,511,889

Note 1: THE CONTRACTOR agrees to undertake preliminary studies in environmental matters, such as identifying the area where possible changes that generate the foreseen activities and the measures required for managing each one.

Note 2: It is understood that this exploratory program is exclusively designed to search for Conventional Hydrocarbons. It does not include any exploratory activity related to Methane Gas Associated to Coal, a hydrocarbon for which exploratory permits have been suspended under Agreement 042 issued on November 29, 2006 by the Director’s Council at ANH.

(End of Annex C)

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ANNEX D

ECONOMIC RIGHTS

D.1 Fee for the use of the subsoil. Under the provisions of Article 38, Annex A, for each phase during the exploration period, THE CONTRACTOR will pay ANH a fee in United States Dollars, which will result from multiplying  the number of hectares and fraction of hectare of each Contract Area, excluding Production Areas, by the value indicated in the table below:

TABLE A: 2009 Value per phase in US$ / Hectare

	For the first 100,000 Has.		For each additional Hectare to 100,000 Has
Size of area à	<18	> 18	<18	> 18
Duration of the Phase	months	months	months	months
In polygons A and B	2.29	3.06	3.06	4.59
Outside the Polygons	1.53	2.29	2.29	3.06
Offshore Areas	0.76

Note: This fee will not apply When the first phase of the exploration period is less than or equal to twelve (12) months.

Assessment and Production Areas. THE CONTRACTOR will pay ANH a fee in United States dollars, which results from multiplying the production of Hydrocarbons corresponding to THE CONTRACTOR pursuant to Clause 29 by US$0.1162 for each barrel of Liquid Hydrocarbons.

For natural gas, this amount will be US$0.01162 per 1000 cubic feet.

Paragraph: The production of natural gas destined to reinjection operations or other processes directly related with production in the same field from which it is extracted, will not result in paying for productions rights under Clause 38, subsection 38.2.

D.2 FEE FOR HIGH PRICES.

From the moment when the accumulated production of liquid hydrocarbons from each Production Area, including the royalty volume, exceeds five (5) million Barrels, and in the event the price of the marker crude West Texas Intermediate  (WTI) exceeds the base price Po depending on the API gravity of crude oil, or when gas production has been

61

ongoing for a period of five (5) years and it is destined for exports, and the marker Natural Gas “U.S. Gulf Coast Henry Hub” exceeds the base price Po under Table A, THE CONTRACTOR will pay ANH at the Point of Delivery, a participation in the net production of royalties as determined by the following formula:

Q= [(P – Po)/P] x S

Where:

Q    = The economic right to deliver to ANH

P    =   WTI Price

Po  = Reference Base Price under Table A

S    = Percentage of Participation under Table B.

TABLE A. Reference Base Price

API Gravity of Liquid Hydrocarbons Produced	Po (USD$/BI)2009
Greater than 29º API	$30.22
Greater than 22 º API and less than or equal to 29º API	$31.39
Greater than 15º API and less than or equal to 22º API	$32.56
Discoveries located beyond 300 mts. depth of water	$37.20
Greater than 10º and less than or equal to 15º API	$46.50
Natural Gas Exported	Po
Distance in a straight line between the point of delivery and the point of receipt in the destination country	(USD$/MMBTU)
Less than or equal to 500km	$6.98
Greater than 500 and less than or equal to 1000km	$8.13
Greater than 1000km or LNG plant	9.30

TABLE B: Participation Percentages:

WTI Price (P)	Participation Percentage (S)
Po < P < 2Po	30	%
2Po < P < 3Po	35	%
3Po < P < 4Po	40	%
4Po < P < 5Po	45	%
5Po < P	50	%

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The following definitions will apply to the formula above:

P:For Liquid Hydrocarbons, is the average price per barrel of the marker crude oil “West Texas Intermediate” (WTI), in US dollars per Barrel (USD $/Bl), and for Natural Gas is the average price of the marker natural gas “U.S. Gulf Coast Henry Hub” in US dollars per million of British Thermal Units (USD $/MMBTU). These average prices are for the relevant calendar Month, whose specifications and quotations are published by prestigious international media.

Po:   For Liquid Hydrocarbons, is the marker crude base price, in US dollars per Barrel (USD $/Bl), and for Natural Gas is the average price in US dollars per million of British Thermal Units (US$/MMBTU) stated in TABLE A.

For the exploitation of Heavy Liquid Hydrocarbons with an API less than or equal to ten degrees (10o) THE CONTRACTOR will pay no High Price Fees to ANH.

THE CONTRACTOR will not pay ANH a High Price fee For the production of Heavy Liquid Hydrocarbons with an API gravity less than or equal to ten degrees (10º).

For Natural Gas: This fee will be due starting on the fifth year after starting production in the oil field, as evidenced in the resolution of approval issued by the competent authority and provided the following conditions are met:

·For natural gas destined for exports: This fee will be caused in the event that the average price for the calendar month of production of Natural Gas “U.S. Gulf Coast Henry Hub” marker is above the Po Base Price.

· For natural gas destined for internal use: In the event its price is regulated by the Comisión de Regulación de Energía y Gas — CREG — or the agency acting on its behalf, THE CONTRACTOR will pay no High Price Fees to the ANH; otherwise, the parties will agree the natural gas marker reflecting internal market conditions and Po value, which must be equivalent to the regulated price and will sign the corresponding agreement.

All values corresponding to the economic rights referred to in this Annex, with the exception of the Po base Price corresponding to the regulated Price for gas for domestic use, will be adjusted annually as of January 1st of each year, applying the following formula:

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Po = Po(n-1) x (1+I(n-2))

Where

nis the calendar year starting and for which the estimate is being made.

n-1is the calendar year immediately preceding the year starting.

n-2is the calendar year immediately preceding n-1.

Po(n-1)is the value of Po for the new year as a result of the formula and to the nearest two decimal points.

In-2)is the annual variation expressed as a fraction of the US producer price index during the Calendar Year, as published by the US Department of Labor - PPI Finished Goods WPUSOP 3000- between the end of calendar year n-2 and the index corresponding to the end of the year immediately preceding n-2 to the nearest four (4) decimal points.

The calculation mentioned above will be made in December of each Year and will apply to the following calendar year.

Paragraph: if the price of the marker crude oil “West Texas Intermediate” or of the natural gas marker “US Gulf Coast Henry Hub” (P) were to lose recognition as international marker price, ANH will select a new marker crude oil or natural gas marker to be used, and will modify the table based on the new index, maintaining equivalencies with the Po values for the marker crude oil “West Texas Intermediate” or for the Natural Gas marker “US Gulf Coast Henry Hub”.

ANH may request Contractor in writing to pay this fee to ANH in kind or in cash. In the event that ANH decides to change the way in which the fee will be paid, it must inform of this decision in writing to THE CONTRACTOR not less than three (3) months in advance.

In the event that ANH decides to receive this fee in cash, subsections 35.2, 35.3, and 35.4 of Annex A will apply.

D.3 ECONOMIC RIGHTS AS A PARTICIPATION PERCENTAGE

THE CONTRACTOR will pay ANH a fee for participation percentage of 1% of total production after royalties.

(End Annex D)

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ANNEX E

MODEL LETTER OF CREDIT

LETTER OF CREDIT NO	:
ISSUANCE PLACE AND DATE	:
EXPIRATION DATE	:	[       Initially corresponds to half of the duration of the first one]
NOMINAL VALUE	:	(US$                ) [Corresponds to 50% of the value of the Exploration Program]
ISSUING BANK	:	[           Name of Issuing Bank            ]
BENEFICIARY	:	Agencia Nacional de Hidrocarburos - ANH
ORDERING ENTITY	:	[           Name of Company            ]
CONTRACT NAME	:

Please be advised that in the name and on account of [Name of the Company ] hereinafter referred to as THE CONTRACTOR, we have issued this Standby Irrevocable Setter of Credit to your name for the amount in Colombian currency resulting from the conversion at the market representative rate of the day a notice of non compliance foreseen below is sent to us, in an amount of dollars of the United Status of America (US$ ), to secure compliance and the appropriate performance of all or any of the obligations of Phase of the Exploration Period, with a duration up to and the remaining activities inherent to said obligations stemming from the HYDROCARBON EXPLORATION AND PRODUCTION AGREEMENT entered by and between THE CONTRACTOR and ANH on , hereinafter referred to as THE AGREEMENT.

It is understood that the liability of [Name of the Issuing Bank] derived from the present standby letter of credit is limited solely to the aforementioned sum in Colombian legal tender.

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In the event THE CONTRACTOR fails to comply any or all the obligations and the remaining activities inherent to said obligations derived from THE AGREEMENT mentioned in the first paragraph of this standby letter of credit, hereinafter referred to as GUARANTEED OBLIGATIONS, the Beneficiary will advise [Name of Issuing Bank ] of said failure to comply addressing said notice to its offices at , within the term of the present letter of credit. On the same date we receive the mentioned communication we will proceed to unconditionally pay, to the name of the Beneficiary, the sums said Beneficiary claims from the present letter of credit, which will in no event exceed the total guaranteed value.

If the aforementioned non-compliance related communication is not sent within the term of the present letter of credit, our liability stemming here from will cease.

The communication informing [Name of the Issuing Bank ] of the failure to comply with the GUARANTEED OBLIGATIONS, will consist of a document duly signed by the Legal Representative of the ANH or whoever acts in this capacity, stating THE CONTRACTOR’s failure to comply with GUARANTEED OBLIGATIONS and requesting payment of the present letter of credit. This communication must mention the number of the letter of credit and the value for which it is used, converted to Colombian legal tender at the market representative rate in force on the date said communication is sent to us, as stated in a certification issued by the Colombian Financial Superintendence or the agency that may act in that capacity for such purposes.

This document will be ruled by the “Rules and Uniform Practices relevant to Documentary Credit (last Draft) published by the International Chamber of Commerce (ICC).

Legal Representative of the Issuing Bank

END OF ANNEX E

66

EX-10.4

Exhibit 10.4

EXECUTION COPY

INVESTMENT NUMBER 24689

Subscription and Shareholders Agreement

between

GEOPARK HOLDINGS LIMITED,

as the Company

GERALD O’SHAUGHNESSY AND JAMES F. PARK

as the Lead Investors

and

INTERNATIONAL FINANCE CORPORATION

Dated February 7, 2006

TABLE OF CONTENTS

Article or
Section	Item	Page No.
ARTICLE I		2
Definitions - References and Headings		2
Section 1.01.	Definitions	2
Section 1.02.	Interpretation	9
ARTICLE II		10
Description of Project		10
Section 2.01.	Description of Project	10
ARTICLE III		10
Representations and Warranties		10
Section 3.01.	Representations regarding the Lead Investors and the Company	10
Section 3.02.	Representations regarding this Agreement by the Company	16
Section 3.03.	Representations regarding this Agreement by the Lead Investors	17
Section 3.04.	Representations regarding this Agreement by IFC	17
Section 3.05.	Warranty	18
Section 3.06.	Representations for IFC Subscription	18
Section 3.07.	Limitations on claims against the Company and the Lead Investors	19
ARTICLE IV		19
Agreement for Subscription		19
Section 4.01.	Subscription by IFC	19
Section 4.02.	Suspension and Cancellation	19
ARTICLE V		20
Conditions of IFC Subscription and Payment		20
Section 5.01.	Conditions of IFC Subscription	20

Article or
Section	Item	Page No.
ARTICLE VI		24
Covenants		24
Section 6.01.	Company Covenants	24
Section 6.02.	Reporting Requirements	26
Section 6.04.	Survival of Covenants; De-listing	28
ARTICLE VII		29
Miscellaneous		29
Section 7.01.	Taxes	29
Section 7.02.	Fees and Expenses	29
Section 7.03.	Notices and Requests	29
Section 7.04.	Evidence of Authority	30
Section 7.05.	Saving of Rights	30
Section 7.06.	English Language	31
Section 7.07.	Choice of Law and Jurisdiction	31
Section 7.08.	Counterparts	32
Section 7.09.	Entire Agreement	33

ii

Article or
Section	Item	Page No.
SCHEDULE 1		35
FORM OF SUBSCRIPTION REQUEST		35
SCHEDULE 2		37
FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY		37
SCHEDULE 3		39
DISCLOSURES		39
SCHEDULE 4		49
LIMITATIONS ON THE LIABILITY OF THE COMPANY AND THE LEAD INVESTORS		49
ANNEX 1		50
AFFILIATE AND RELATED PARTY TRANSACTIONS		50
ANNEX 2		51
INSURANCE REQUIREMENTS		51
ANNEX 3		53
PROHIBITED ACTIVITIES		53
ANNEX 4		54
TIMETABLE FOR 6.01(C)		54
ANNEX 5		56
ANNUAL MONITORING REPORT		56

iii

SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

AGREEMENT, dated February 7, 2006, between:

1)GEOPARK HOLDINGS LIMITED, a company organized and existing under the laws of Bermuda (hereinafter referred to as the “Company”);

2)GERALD O’SHAUGHNESSY AND JAMES F. PARK (hereinafter referred to as the “Lead Investors”); and

3)INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries, including the Argentine Republic and the Republic of Chile (hereinafter referred to as “IFC”);

WHEREAS:

(A)As of the date in which a subscription request is submitted hereunder, the Lead Investors will Control (as hereinafter defined) 63.2% of the issued and common share capital of the Company;

(B)The Company owns all of the issued share capital of GeoPark Argentina Limited, a company formed and existing under the laws of Bermuda, which company (“GeoPark Argentina”), and GeoPark Argentina through its branch office registered in the Argentine Republic under the name GeoPark Argentina Limited (Sucursal Argentina), is concessionaire under the exploitation concessions more fully described in the schedule to the legal opinion on Argentine law to be delivered pursuant to Section 5.01(h)(ii) hereof  (the “Argentina Concessions”);

(C)The Company owns all of the share capital of GeoPark Chile Limited, a company formed and existing under the laws of Bermuda, which company (“GeoPark Chile”), and GeoPark Chile through its branch office registered in the Republic of Chile under the name GeoPark Chile Limited Agencia en Chile, is licensee under a special operation contract as more fully described in the schedule to the legal opinion on Chilean law to be delivered pursuant to Section 5.01(h)(iii) hereof  (the “Chile Concession”);

(D)On the date a subscription request is submitted hereunder, the issued share capital of the Company consists of US$21,310.868 represented by 21,310,868 common shares of par value US$0.001 each, all of which are fully paid and outstanding (the “Existing Common Shares”);

(E)The Company entered into a Private Loan Agreement dated September 21, 2005 (as amended, the “Convertible Loan Agreement”) with GeoPark Funding Company LLC, a limited liability company formed under the laws of the State of Kansas, pursuant to which loans in an amount of US$5,027,500 (the “Convertible Loan”) which Convertible Loan, and accrued interest thereon, shall, on or prior to the date in which a subscription request is submitted hereunder, be converted into common shares of Company  resulting in the holders of the Convertible Loan owning 1,310,868 common shares of the Company representing approximately five point five per cent (5.5%) of the common shares of the Company following the completion of the subscription by IFC pursuant to this Agreement;

(F)The Company has an authorized capital of 5,171,949,000 common shares of which 2,507,161 will be for IFC which shall be comprised of new common shares of par value US$0.001 each (the “IFC Shares”); and

(G)Subject to the terms and conditions of this Agreement IFC has accepted to subscribe and pay for the IFC Shares, and the Company and IFC agree that upon full subscription of the IFC Shares, IFC shall be the owner of approximately 10.5% of all of the issued and outstanding common shares of the Company.

NOW THEREFORE, the parties hereto agree as follows:

ARTICLE I

Definitions - References and Headings

Section 1.01.  Definitions.  Wherever used in this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

“Accounting
Principles”	International Financial Reporting Standards promulgated by the International Accounting Standards Board (“IASB”) (which includes standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis;

2

“Affiliates”	with respect to the Company, any person directly or indirectly Controlling, Controlled by or under common Control with the Company;
“Annual Monitoring
Report”	the report to be prepared annually by or on behalf of the Company pursuant to Section 6.02(b)(iii) of this Agreement, in the form of Annex 5, relating to the environmental, social and development aspects of the Project and the operations of the Company and its Subsidiaries, together with a duly completed development impact data sheet;
“Argentina
Concessions”	has the meaning ascribed to it in Recital (B);
“Authority”	any national, supranational, regional or local government or governmental, administrative, fiscal, judicial or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank;
“Authorized
Representative”	any of the authorized representatives of the Company as designated in the Certificate of Incumbency and Authority;
“Certificate of
Incumbency and
Authority”	the certificate to be provided to IFC by the Company pursuant to Section 5.01(d) in the form of Schedule 2;
“Charter”	in respect of any person, its charter, memorandum and articles of association, byelaws, statutes and/or other constitutional document (howsoever called);
“Chile Concession”	has the meaning ascribed to it in Recital (C);

3

“Community
Development Plan”	the community development plan describing how the Company intends to promote sustainable economic growth in the communities in which it operates to be prepared by the Company in a form and substance satisfactory to IFC and in accordance to Annex 4 hereto;
“Concession
Documents”	means Argentina Concession and the Chile Concession;
“Consolidated Cash
Flow from
Operations”	for any period is defined as, (a) the sum of all proceeds, in whatever currency, received from the sale of the Company or its Subsidiaries’ share of hydrocarbons and any other revenues received by the Company or its Subsidiaries, less (b) the sum of the Company or its Subsidiaries’ share of (i) operating expenditures (excluding any charges related to depreciation, amortization, exploration and extraordinary items), (ii) general, administrative, sales, transportation and other expenses not included in (i) above, (iii) taxes, and (iv) royalties;
“Control”	the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise, provided that the direct or indirect ownership of fifty-one per cent (51%) or more of the voting share capital of a Person is deemed to constitute control for that Person, and “Controlling” and “Controlled” have corresponding meanings;
“Convertible Loan”	has the meaning ascribed to it in Recital (E);
“Convertible Loan
Agreement”	has the meaning ascribed to it in Recital (E);
“Disclosures”	means the disclosures contained in Schedule 3;
“Dollars” and
“US$”	the lawful currency of the United States of America;

4

“Environmental,
Health and Safety
Guidelines”	(a) World Bank Group Oil and Gas (Onshore) Guidelines, dated July 1998; (b) IFC Hazardous Materials Management Guidelines, dated December 2001; (c) IFC Occupational Health and Safety, dated June 2003; and (d) the Policy and Performance Standards on Social and Environmental Sustainability as approved by the World Bank Group;
“Environmental and
Social Policies”	(a) Policy on Environmental Assessment (OP 4.01), dated October 1998; (b) World Bank Operational Policy Note No. 11.03 Management of Cultural Property; (c) IFC Policy Statement on Forced Labor and Harmful Child Labor, dated March 1998; (d) IFC Policy on Disclosure of Information, dated September 1998; (e) World Bank Operational Directive (OD 4.30) Involuntary Resettlement, dated June 1990; and (f) the Policy and Performance Standards on Social and Environmental Sustainability as approved by the World Bank Group;
“Environmental and
Social Management
System” or “ESMS”	the system created or to be created by the Company for managing and monitoring the environmental and social aspects of the activities undertaken by the Company and its Subsidiaries, as agreed with IFC, and updated from time to time;
“Environmental
and Social
Requirements”	(i)the Environmental, Health and Safety Guidelines;
	(ii)the Environmental and Social Policies;
	(iii)the Environmental Review Summary;
	(iv)the ESMS;
	(v)the Annual Monitoring Report;

5

	(vi)the Socio-Economic Baseline;
	(vii)the Community Development Plan;
	(viii)the Land Titling Survey and Maps; and
	(ix)the environmental, social and occupational health and safety laws and regulations of the Argentine Republic and the Republic of Chile (including any international treaties) or promulgated by the relevant Argentina Authorities, in each case as applicable or any other country in which the Company and/or its subsidiaries have operations;
“Environmental
Review Summary”
or “ERS”	means the summary dated December 21, 2005, prepared by IFC and approved by the Company, as amended or supplemented from time to time as appropriate in a manner consistent with the Environmental and Social Requirements;
“Existing Common
Shares”	has the meaning ascribed to it in Recital (D);
“Financial Half Year”	any consecutive six-month period ending on June 30, and December 31;
“Financial Year”	the accounting year of the Company commencing each year on January 1 and ending on the following December 31, or such other period as the Company, with IFC’s consent, from time to time designates as its accounting year;
“GeoPark Argentina”	has the meaning ascribed to it in Recital (B);
“GeoPark Chile”	has the meaning ascribed to it in Recital (C);
“IBRD” or
“World Bank”	the International Bank for Reconstruction and Development;

6

“IFC Shares”	shall have the meaning ascribed to it in Recital (F);
“IFC
Subscription”	the subscription of common shares by IFC provided for in Article IV;
“Land
Titling Survey
and Maps”	the land titling survey and maps of the areas covered by the Concession Documents as well as a list of all titled landowners, to be developed in accordance with Annex 5 hereto and in a form and substance satisfactory to IFC;
“Lien”	any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law;
“Loan Note
Instruments”	the deed polls constituting an aggregate of US$6,864,902 of subordinated convertible debt of the Company in the agreed form;
“Material Contract”	each agreement, contract or commitment entered into by any of Company and/or any of its Subsidiaries pursuant to which the liability of any such party thereunder may reasonably be expected to be in excess of US$500,000;
“Official”	any officer of a political party or candidate for political office in the Argentine Republic or the Republic of Chile or any other country in which the Company or any of its Subsidiaries has business activities or any officer or employee (i) of the Argentine Republic or the Republic of Chile or any other country in which the Company or any of its Subsidiaries has business activities (including any legislative, judicial, executive or administrative department, agency or instrumentality thereof), (ii) of any local authority in the Argentine Republic or the Republic of

7

	Chile or any other country in which the Company or any of its Subsidiaries has business activities, or (iii) of a public international organization;
“Prohibited
Payments”	any offer, gift, payment, promise to pay or authorization of the payment of any money or anything of value, directly or indirectly, to or for the use or benefit of any Official (including to or for the use or benefit of any other person if the Company or any Affiliate of the Company knows, or has reasonable grounds for believing, that the other person would use such offer, gift, payment, promise or authorization of payment for the benefit of any such Official), for the purpose of influencing any act or decision or omission of any Official in order to obtain, retain or direct business to, or to secure any improper benefit or advantage for, the Company, any Affiliate of the Company or any other person;
“Project”	the projects described in Section 2.01 (The Project);
“Related Party”	any Affiliate of the Company or any Subsidiary, the Lead Investors, and any spouse, children or step-children of any of the Lead Investors;
“Socio-Economic
Baseline”	a socio-economic description of the affected areas including both primary and secondary data to be prepared by the Company in a form and substance satisfactory to IFC and in accordance with Annex 5 hereto; and
“Subsidiary”	with respect to any person, any entity:

(i)	over 50% of whose capital is owned, directly or indirectly by that person;
(ii)	for which that person may nominate or appoint a majority of the members of the board of directors or such other body performing similar functions; and
(iii)	which is otherwise effectively controlled by that person.

8

Section 1.02.  Interpretation.

(a)Unless otherwise specified, any reference in this Agreement to:

(i)an “authorization”, includes an authorization, consent, approval, resolution, license, permit, exemption, filing, registration or notarization;

(ii)the “financial statements” of any person is a reference to such person’s financial statements, including a balance sheet, an income statement and a statement of changes in financial position, and notes thereon;

(iii)“law” includes any applicable common or customary law and any treaty, constitution, statute, legislation, decree, act, regulation, rule, official,, directive, judgment, order, writ, injunction, determination, or judicial or arbitral decision of any governmental Authority or organization in any jurisdiction which has the force of law or compliance with which is customary in the relevant jurisdiction;

(iv)a “person” includes any individual firm, company corporation, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; and

(v)‘tax” includes any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying of the same);

(b)Unless otherwise specified, any reference in this Agreement to:

(i)an Article, Section or Schedule is a reference to an Article, Section or Schedule to, this Agreement;

(ii)an agreement or instrument is a reference to that agreement or instrument as amended, supplemented or novated from time to time;

9

(iii)a person includes such person’s successors in title, permitted assigns or permitted transferees;

(iv)a provision of law is a reference to that provision as amended or re-enacted from time to time, except to the extent that the liability of any party is thereby increased or amended; and

(v)a document expressed to be in the “agreed form” means a document in a form of which has been agreed by the parties on or before execution of this Agreement and signed or initialed by them or on their behalf for the purposes of identification.

(c)In this Agreement,

(i)words denoting the singular include the plural and vice versa; and

(ii)the Table of Contents and Article and Section headings are for ease of reference only and are to be ignored in interpreting this Agreement.

ARTICLE II

Description of Project

Section 2.01.  Description of Project.  The Project to be financed consists of the exploration, development and exploitation of the development blocks provided for under the Concession Documents, and the acquisition of other exploration, development and exploitation blocks in Latin America.

ARTICLE III

Representations and Warranties

Section 3.01.  Representations regarding the Lead Investors and the Company.  The representations in this Article III are qualified to the extent of the

10

Disclosures, and the representations made in Section 3.01(d)(ii) and 3.01(e) in respect of the Lead Investors, are made only to the extent the Lead Investors are aware, after due inquiry on their part. Each of the Lead Investors and the Company severally represents and warrants as follows:

(a)Incorporation.  Each of the Company, GeoPark Argentina and GeoPark Chile is a duly organized and validly existing under the laws of Bermuda and registered with all relevant registration bodies in Bermuda. Each of the Company, GeoPark Argentina and GeoPark Chile has full power to own the properties which it owns or will own and to carry out the business which it carries out or proposes to carry out, including, without limitation, the Project.

(b)Subsidiaries and Branches.  The Company has no Subsidiaries, other than GeoPark Argentina and GeoPark Chile.  GeoPark Argentina is a validly existing as a branch in the Argentine Republic, and registered with all relevant registration bodies of the Argentine Republic necessary for it to operate as a branch in the Argentine Republic.  GeoPark Chile is a validly existing as a branch in the Republic of Chile, and registered with all relevant registration bodies of the Republic of Chile necessary for it to operate as a branch in the Republic of Chile.

(c)Share Capital.

(i)As of the date on which a subscription request is submitted hereunder, the Company shall have an authorized share capital of US$5,171,949consisting of 5,171,949,000 common shares with a nominal value of US$0.001 each and an issued share capital of US$21,310.868 consisting of 21,310,868 common shares with a nominal value of US$0.001.

(ii)All of the Existing Shares and, upon issuance, the IFC Shares and any shares issued in connection with the conversion of the Convertible Loan, have been validly issued and are fully paid, and there exist no Liens or assessments on any of the Existing Common Shares, or, upon issuance, the IFC Shares or any other shares issued in connection therewith.

(iii)GeoPark Argentina has an authorized and issued share capital of US$12,000 consisting of 12,000 common shares with a nominal value of US$1 each.  All of the existing shares of GeoPark Argentina have been validly issued and

11

are fully paid and are owned by the Company, and there exist no Liens on any of the existing shares of GeoPark Argentina.

(iv)GeoPark Chile has an authorized and issued share capital of US$12,000 consisting of 12,000 common shares with a nominal value of US$1 each.  All of the existing shares of GeoPark Chile have been validly issued and are fully paid and are owned by the Company, and there exist no Liens on any of the existing shares of GeoPark Chile.

(v)There are no options, warrants or instruments convertible into shares or other agreements relating to the existing shares of the Company, GeoPark Argentina or GeoPark Chile for the issuance of additional shares of any class or description of the Company, GeoPark Argentina or GeoPark Chile nor any such shares subject to any preemptive or preferential rights of any person, other than in respect of the Company, as provided in this Agreement the Convertible Loan Agreement and the Loan Note Instruments.  Except for the royalty override agreements which are Concession Documents, no person has a right (other than as a common shareholder) to share in the profits of the Company, GeoPark Argentina or GeoPark Chile.

(vi)Upon payment by IFC pursuant to Section 4.01(a), IFC will be the owner of the IFC Shares, which shall represent approximately 10.5% of all of the common shares in issue immediately following the IFC Subscription.

(d)Concession Documents.

(i)Each of the Concession Documents is in full force and effect without modification, and each of the Concession Documents represents the legal, valid, binding and enforceable obligations of each party thereto.

(ii)Each of the Company, GeoPark Argentina and GeoPark Chile is in compliance in all material respects with all of its obligations under the Concession Documents with respect to which they are a party, there exist no grounds for any governmental Authority to issue a notice to any of the

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Company, GeoPark Argentina or GeoPark Chile indicating that any such party is in non-compliance with any of the Concession Documents, and, no extensions of any time period specified in the Concession Documents is required or being sought in connection with the compliance by any such entity of any of its obligations thereunder.  Each of the Company, GeoPark Argentina and GeoPark Chile has all authorizations (other than authorizations that are of a routine nature and are obtained in the ordinary course of business) needed to conduct its business, carry out the Project and execute, and comply with its obligations under, this Agreement and each of the Concession Documents.

(e)Compliance with Law, Taxes and no Prohibited Payments.  Neither the Company nor any of its Subsidiaries is in violation of any law presently in effect, the violation of which would have a material adverse effect on the Company or any of its Subsidiaries.  All tax returns and reports of the Company and its Subsidiaries (or any other party in connection with the Concession Documents, including, without limitation, any prior holder of any interests under any of the Concession Documents) required by law to be filed have been duly filed and all tax assessments, fees and other governmental charges upon any of the Company or any Subsidiary (or other person in connection with the Concession Documents), or any of their respective properties or income, which are due and payable, have been paid.  Neither the Company, nor any of its Subsidiaries, nor any person acting on its behalf or their behalf, has made, with respect to the Project, the Concession Documents or any transaction contemplated by this Agreement, any Prohibited Payment.

(f)Litigation.  Neither the Company, nor any of its Subsidiaries, is engaged in, or threatened by, any litigation, arbitration or administrative proceeding, the outcome of which might have a material adverse effect on the business, operations or financial condition of the Company and its Subsidiaries (taken as a whole), or the ability of any of them to perform any of their respective obligations under this Agreement or the Concession Documents.  Neither the Company, nor any of its Subsidiaries is subject to any judgment, order or decree restricting their respective business activities.

(g)Environmental Compliance.

(i)Neither the Company nor any of its Subsidiaries is in violation of any of the Environmental and Social

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Requirements or any other applicable environmental law or authorization.

(ii)Neither the Company nor any of its Subsidiaries has received, nor is it aware of, any complaint, order, directive claim, citation, or notice from any Authority with respect to any material matter of compliance with the relevant environmental, health and safety laws and regulations in effect in the Argentine Republic or the Republic of Chile such as, air emissions, discharges to surface water or ground water, noise emissions, solid or liquid waste disposal, or the use, generation, storage, transportation or disposal of toxic or hazardous substances or wastes.

(iii)The Company has received copies of the policies described in items (a), (b) and (c) of the definition of Environmental Health and Safety Guidelines, and policies (a), (b), (c), (d) and (e) of the definition of Environmental and Social Policies, and the Company has acknowledged receipt of such policies pursuant to a letter from the Company to IFC dated December 21, 2005.

(h)Title to Assets.  Each of the Company and its Subsidiaries owns and has good and marketable title to all of assets purported to be owned by it, and a valid leasehold interest in all assets purported to be leased by it, and all such assets are free from any Liens or other restrictions which might have a material adverse effect on the Company and its Subsidiaries or their respective ability to exercise their rights under the Concession Documents.

(i)Financial Statements and Financial Condition.  As of the date on which a subscription request is submitted hereunder, the pro forma consolidated balance sheet of the Company as at December 31, 2005 (delivered to IFC pursuant to Section 4.01(p), were prepared in accordance with the Accounting Principles and present a true and fair view of the financial condition of the Company and its Subsidiaries as at the date of such balance sheet.  Neither the Company nor any of its Subsidiaries has had any material contingent obligations, liabilities for taxes or unusual forward or long term commitments not disclosed by, or reserved against in, such balance sheets or notes thereto.  Since the date of such balance sheets, neither the Company nor any of its Subsidiaries has suffered any material adverse change in its business, operations or financial condition, incurred any substantial or unusual loss or liability or undertaken or agreed to undertake any substantial or unusual obligation.

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(j)Arm’s Length and Affiliate Transactions.

(i)Neither the Company nor any of its Subsidiaries have entered into any agreements or transactions, with any person, other than on an arm’s length basis on commercial terms.

(ii)Neither the Company nor any of its Subsidiaries conducts its business through any Affiliates, Subsidiaries or any Related Parties, except as disclosed on Annex 1 hereto.

(k)Material Contracts.  Except for the Concession Documents, the Loan Note Instruments and as set forth in the Disclosures, neither the Company nor any of its Subsidiaries is a party to, or committed to enter into, any contract which may reasonably be expected to result in a liability for the Company in excess of US$500,000.

(l)Books and Records.  The books and records of the Company and its Subsidiaries are complete and accurate in all material respects.

(m)No Broker’s Fees.  None of the Company, nor any of its Subsidiaries has engaged, or caused to be incurred any liability to, any finder, broker or sales agent in connection with the execution, delivery or performance of this Agreement or any of the transactions contemplated hereby or thereby.

(n)Information.  Each of the Concession Documents, the Material Contracts and the information provided in the legal opinions and due diligence reports provided pursuant to Section 5.01(g) and (h) is true and accurate in all material respects and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect in light of the circumstances under which such information was provided.

(o)No Insolvency.  Neither the Company nor any of its Subsidiaries has, or is taking any steps (including petition, proposal or convening a meeting nor (to the best of its knowledge, after due inquiry) is any such step being taken nor are any legal proceedings pending or, so far as the Company and the Lead Investors are aware, being threatened against it for or in respect of: (i) the composition, assignment or arrangement with all or any general class of its creditors; (ii) the making of any petition in respect of it under any applicable insolvency, bankruptcy or similar laws in any jurisdiction; or (iii) the passing of any resolution for (or petitioning for) its winding up, dissolution or reorganization

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or administration or appointment of any trustee, receiver or similar officer or in respect of it or any or all of its assets or revenues.

(p)No Immunity.  Neither the Company nor its Subsidiaries are entitled to claim immunity from legal proceedings with respect to itself or any of its assets on the grounds of sovereignty or otherwise under any law or in any jurisdiction where an action may be brought for the enforcement of any of the obligations under or relating to this Agreement.

(q)No Event of Default.  No event of default, force majeure or other event or condition exists which permits any party to any of the Concession Documents or any other material agreement with respect to which the Company or any of its Subsidiaries are a party, to cancel, suspend or terminate its performance under such agreement in accordance with the terms and provisions thereof.  Each of the Company and the Subsidiaries are in material compliance with their respective obligations under the Concession Documents and all authorizations necessary under the Concession Documents or for the purposes of implementing the Project.

(r)Convertible Loans.  All governmental, creditors’ and other authorizations necessary for the conversion of the Convertible Loans into common shares of the Company as contemplated in this Agreement, have been obtained and are in full force and effect.

Section 3.02.  Representations regarding this Agreement by the Company.  The Company represents and warrants as follows:

(a)Corporate Power; Capacity.  The Company has the corporate power to enter into and perform its obligations under this Agreement, including, without limitation, full power and authority to issue and deliver to IFC the IFC Shares pursuant to this Agreement.

(b)Due Authorization; Enforceability; No Conflict.  This Agreement has been duly authorized and executed by the Company and constitutes valid and legally binding obligations of the Company, enforceable in accordance with their terms.  The making of this Agreement, the compliance with the terms thereof, and the issuance of any share capital to IFC pursuant to this Agreement:

(i)will not result in the violation of the Charter of the Company or its Subsidiaries, or any provision contained in any law applicable to the Company or its Subsidiaries;

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(ii)will not conflict with or result in the breach of any provision of, or require any consent under, or result in the imposition of any Lien under, any agreement or instrument to which, the Company or its Subsidiaries is a party or by which, the Company or its Subsidiaries, or any of their respective assets is bound; and

(iii)will not constitute a default or an event which, with the giving of notice, the passage of time or the making of any determination, or any combination thereof, would constitute a default under any such agreement or instrument, including without limitation under any of the Concession Documents.

(c)No Breach.  This Agreement is in full force and effect insofar as it relates to the Company, and no event which with the giving of notice, the passage of time or the making of any determination, or any combination thereof, would constitute a breach of this Agreement by the Company.

Section 3.03.  Representations regarding this Agreement by the Lead Investors.  Each of the Lead Investors, severally, represents and warrants as follows:

(a)Capacity.  The Lead Investors have the power to enter into and perform their obligations under this Agreement;

(b)Validity.  This Agreement constitutes valid and legally binding obligations of the Lead Investors; and

(c)Full force.  This Agreement is in full force and effect insofar as it relates to the Lead Investors.

Section 3.04.  Representations regarding this Agreement by IFC.  IFC represents and warrants as follows:

(a)Capacity.  IFC has the corporate power and authority to enter into and perform their obligations under this Agreement;

(b)Validity.  This Agreement constitutes valid and legally binding obligations of IFC; and

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(c)Full force.  This Agreement is in full force and effect insofar as it relates to IFC.

Section 3.05.  Warranty.  Each of the Company and the Lead Investors acknowledges that it has made the representations referred to in Sections 3.01, 3.02 and 3.03 with the intention of persuading IFC to enter into this Agreement and that IFC has entered into this Agreement on the basis of, and in full reliance on, each of such representations.  Each of the Company and the Lead Investors, warrants to IFC that each of such representations is true and correct in all material respects as of the date of this Agreement.

Section 3.06.  Representations for the IFC Subscription .

(a)For the purpose of the subscription and payment of IFC Shares, each of the Company and the Lead Investors shall severally represent that:

(i)the representations and warranties made or confirmed in Sections 3.01, 3.02 and 3.03 continue to be true up to the completion of the IFC Subscription;

(ii)since the date of this Agreement nothing has occurred which might materially and adversely affect the carrying out of the Project or the business prospects or financial condition of the Company or its Subsidiaries (taken as a whole), or which makes it improbable that the Company or its Subsidiaries will be able to fulfill any of its obligations under this Agreement or the Concession Documents; nor has the Company or any of its Subsidiaries incurred any material loss or liability; and

(iii)the proceeds of such subscription and payment are needed by the Company for the purposes of investing in the Project.

(b)The representations contained in subsection (a) above shall be expressed to be effective as of the date of the request for subscription and payment and to continue to be effective as of the date(s) of subscription and payment.  If any of such representations is no longer valid as of or prior to the date(s) of the subscription and payment, the Company shall immediately notify IFC and shall repay the amount paid upon demand by IFC if payment is made prior to receipt of such notice.

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Section 3.07.  Limitations on claims against the Company and the Lead Investors.  The provisions of Schedule 4 shall apply to any claim against the Company or the Lead Investors under this Agreement.

ARTICLE IV

Agreement for Subscription

Section 4.01.  Subscription by IFC.

(a)Subject to the terms and conditions of this Agreement, IFC agrees to subscribe and pay in full for 2,507,161 common shares in the Company, at an aggregate subscription price of ten million Dollars ($10,000,000) and at a price per share of US$3.99, all (but not less than all) of the IFC Shares.

(b)The payment by IFC made pursuant to this Section 4.01 shall be made to the credit of the Company at Correspondent: Citibank N.A., 111 Wall Street, New York, NY FED ABA 021000089  CHIPS ABA 0008 SWIFT Code: CITIUS33 Beneficiary Bank: The Bank of Bermuda Ltd. Hamilton, Bermuda CHIPS UID 005584 SWIFT Code:  BBDA BMHM Beneficiary: GeoPark Holdings Limited Beneficiary Account: 819956 or at such other bank in such place as the Company shall from time to time designate with the consent of IFC.

(c)Notwithstanding anything contained in this Agreement, IFC shall have the right, at any time and from time to time, in its discretion and without request by the Company, to subscribe and pay, on the terms set out in subsection (a), for any or all of the IFC Shares.

(d)Upon the subscription and payment by IFC under subsection (a) above, the Company shall issue to IFC, or as IFC may direct, 2,507,161 fully paid shares common shares with a par value of US$0.001 for which such payment is made, such shares to rank pari passu in all respects with, and to be identical to the Existing Common Shares, and shall deliver to IFC, or as IFC shall direct, a share certificate evidencing valid title to the shares so issued free from any Liens or preemptive rights, and shall furnish to IFC a share certificate and an extract from the register of members of the Company demonstrating that such shares have been duly and validly authorized, issued and delivered.

Section 4.02.  Suspension and Cancellation.  IFC may, by notice to the Company, suspend or cancel its obligation to subscribe and pay for the IFC Shares, as follows:

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(a)if subscription and payment shall not have been made by September 30, 2006, or such other date as may be agreed by the parties hereto;

(b)if, at any time, in the reasonable opinion of IFC, there shall exist any situation which indicates that (1) any of the Company or the Lead Investors is not in compliance with any of its obligations under this Agreement, or (2) any of the Company or any of its Subsidiaries is not in compliance with the Concession Documents;

(c)if any representation or warranty confirmed or made in this Agreement, or otherwise in connection with the execution and delivery of this Agreement shall be found to be incorrect in any material respect; or

(d)any provision of this Agreement is or becomes invalid, illegal or unenforceable.

Upon the giving of such notice, the right of the Company to subscriptions for any IFC Shares shall be suspended or cancelled as the case may be.  The exercise by IFC of the right of suspension does not preclude IFC from exercising its right of cancellation as provided in this Agreement, either for the same or another reason, and shall not limit any other provision of this Agreement.

ARTICLE V

Conditions of IFC Subscription and Payment

Section 5.01.  Conditions of IFC Subscription.  The share subscription by IFC shall be conditional upon satisfaction of, inter alia, the following conditions in form and substance satisfactory to IFC:

(a)Agreement.  IFC shall have received a duly executed original of this Agreement and this Agreement shall be unconditional and fully effective by its terms;

(b)Charter.  IFC shall have received certified copies of the Charter (and if relevant, certificates of registration and good standing, and branch registrations) of each of the Company, GeoPark Argentina and GeoPark Chile in each case in the agreed form;

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(c)Corporate Resolutions.  IFC shall have received certified copies of all corporate (including, if required, shareholder) authorizations and approvals necessary for the due execution, delivery and performance of this Agreement;

(d)Certificate of Incumbency.  IFC shall have received a certificate of incumbency and authority of the Company, substantially in the form of Schedule 2;

(e)Governmental and other Approvals and Consents.  IFC shall have received confirmation through the legal opinions and due diligence reports to be delivered pursuant to Section 5.01(h) hereof and this shall (in addition to the representations provided in this Agreement) constitute confirmation that all governmental, creditor’s and other authorizations necessary for the execution, delivery and performance of this Agreement and the Concession Documents (other than authorizations that are of a routine nature and are obtained in the ordinary course of business) have been received, including without limitation:

(i)the subscription to the IFC Shares by IFC and the issuance of the IFC Shares;

(ii)the carrying out of the Project at the relevant time;

(iii)the remittance to IFC in convertible currency of all moneys payable in respect of the IFC Shares, including, without limitation, dividends, distributions in the event of liquidation and the proceeds of the sale of the IFC Shares, including the amounts originally invested and any capital gains;

(iv)the remittance to the Company in convertible currency of all moneys payable to GeoPark Argentina and GeoPark Chile under the Concession Documents, and the remittance to the Company in convertible currency of all moneys payable in respect of the Company’s shares in GeoPark Argentina and GeoPark Chile;

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(v)the eventual sale of the IFC Shares to third parties (other than any consents required as agreed by the IFC in connection with any initial public offering); and

(vi)the carrying on of the business of the Company and its Subsidiaries as it is contemplated to be carried on;

(f)Dividend Policy.  IFC shall have received evidence reasonably satisfactory to it confirming that the Board of Directors of the Company shall have adopted a dividend policy in a form and substance acceptable to IFC and consistent with Section 6.01(q) hereof;

(g)Concession Documents, Charters and Material Contracts.  IFC shall have received a certificate signed by an authorized officer of the Company listing each of the Concession Documents, the Charters of the Company and its Subsidiaries and each Material Contract, and confirming that attached to such certificate is a true and accurate copy of each listed document as in effect on the date of such certificate.

(h)Legal Opinions.  IFC shall have received the following legal opinions and legal due diligence reports, each in the agreed form (except for item (i) below which shall be in form and substance satisfactory to IFC):

(i)the opinion of Cox Hallett Wilkinson, special counsel in Bermuda to the Company;

(ii)the opinion and legal due diligence report of Maciel, Norman & Asociados, special counsel in the Argentine Republic to the Company; and

(iii)the opinion and legal due diligence report of Aylwin Abogados, special counsel in Chile to the Company.

(i)Material Adverse Effect.  No event or circumstance has occurred which has or could reasonably be expected to have a material adverse effect on the Project, the business or operations of the Company or any of its Subsidiaries, or the Lead Investors;

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(j)Fee and Expenses.  All fees and reimbursable expenses payable to IFC pursuant to this Agreement have been paid;

(k)Representations and Warranties.  The representations and warranties confirmed or made in Article III above shall be true on and as of the date of the IFC Subscription or payment and with the same effect as though such representations and warranties had been made on and as of the date of such IFC Subscription or payment;

(l)No Violation.  After giving effect to such IFC Subscription and payment, the Company shall not be in violation of its Charter, any provision contained in any document to which the Company is a party (including this Agreement) or by which the Company is bound, or any applicable law, rule or regulation;

(m)Process Agent.  IFC has received letters, each in form and substance satisfactory to IFC, relating to the appointment of an agent for service of process by the Lead Investors and the Company, together with evidence satisfactory to IFC of each such process agent’s unconditional acceptance of such appointment;

(n)Conversion of Convertible Loan.  IFC shall have received evidence reasonably satisfactory to it confirming that the Convertible Loans shall have been converted into common shares on substantially similar terms and conditions as the IFC Subscription;

(o)Share Ownership Letter.  IFC shall have received a letter in form and substance reasonably satisfactory to it from the Lead Investors confirming their respective ownership and/or Control of common shares of the Company, as at the date of the submission of a subscription request hereunder;

(p)Financial Statements.  IFC shall have received the pro forma consolidated financial statements of the Company as at December 31, 2005 prepared in accordance with the Accounting Principles; and

(q)Subscription Request.  At least ten (10) days prior to the date of the proposed IFC Subscription or payment, the Company shall have delivered to IFC a subscription request, in the form of Schedule 1 and in substance satisfactory to IFC containing, inter alia, certifications with respect to the foregoing conditions, signed by an Authorized Representative and expressed to be effective as of the date of the relevant IFC Subscription and/or payment.

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ARTICLE VI

Covenants

Section 6.01.  Company Covenants.  Unless IFC otherwise agrees in writing, the Company shall (and shall as applicable cause its Subsidiaries to):

(a)maintain an accounting and control system, management information system and books of account and other records, which together adequately reflect truly and fairly the financial condition of the Company and its Subsidiaries and the results of its operations in conformity with the Accounting Principles;

(b)appoint and maintain at all times a firm of internationally recognized independent public accountants acceptable to IFC as auditors of the Company and its Subsidiaries;

(c)ensure that the Company’s operations are in compliance with the Environmental and Social Requirements and all applicable laws in the Argentine Republic and the Republic of Chile, comply with the undertakings and timetable set forth in Annex 5 hereto, and develop (i) an ESMS acceptable to IFC no later than June 30, 2006, (ii) a Socio-Economic Baseline by July 31, 2006, (iii) a Community Development Plan by July 31, 2006, and (iv) a Land Titling Survey and Maps by July 31, 2006;

(d)appoint and maintain a technically qualified individual as the person responsible for the environmental and social management of the activities of the Company and its Subsidiaries;

(e)ensure that with effect from March 31, 2006 each of the Company and its Subsidiaries (i) maintains insurance coverage for public liability and director & officers’ liability reasonably acceptable to IFC, (ii) maintains any insurance required by applicable law, (iii) in respect of any investment in which the Company or a Subsidiary of the Company is an operator (and, in respect of any other investment of the Company, use all reasonable endeavours to ensure) that adequate insurance is maintained against customary risks and liabilities in amounts which are appropriate where such insurance is available at commercially reasonable terms, and (iv) in respect of the assets and operations of GeoPark Argentina and GeoPark Chile, insurance as specified in Annex 2;

(f)not undertake any of the activities described as “prohibited activities” on Annex 3;

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(g)not enter into any transaction other than in the ordinary course of business on the basis of arm’s length arrangements (including, without limitation, transactions whereby the Company or its Subsidiaries might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its product);

(h)ensure that no Prohibited Payment is made by or on behalf of either the Company or the Lead Investors with respect to the operations of the Company and its Subsidiaries;

(i)until all of the IFC Shares have been subscribed or IFC’s obligation to subscribe has been cancelled as provided in Section 4.03, unless IFC shall otherwise agree, not (i) issue any shares of any class, (ii) increase its capital except in accordance with the provisions of this Agreement, (iii) change the par value of, or the rights attached to, any of its shares of any class, or (iv) take any other action by amendment of its Charter or through reorganization, consolidation, sale of share capital, merger or sale of assets or otherwise which might result in a dilution of the interest in the Company represented by the IFC Shares;

(j)permit IFC to act as an observer to the Board of Directors of the Company (or upon the request of IFC provide for a member of the Board of Directors to be appointed by IFC, subject to any such IFC appointed member not being a citizen or permanent resident of the United States of America) and reimburse IFC for any out-of-pocket expenses reasonably incurred in connection with the attendance by IFC at such board meetings;

(k)establish, on or before June 30, 2006, and maintain thereafter, a board of directors which shall include at least one independent member, an audit committee, a remuneration committee and a nomination committee, consistent with the agreed form terms of reference of each of these committees;

(l)not change the Charter for the Company or any of its Subsidiaries, or otherwise take action which may alter the rights or privileges associated with the ownership of common shares in the Company or reduce the capital of the Company;

(m)not authorise the issuance of any security, equity or quasi-equity instrument, having a preference to the IFC Shares;

(n)not undertake or permit any merger, consolidation or reorganisation;

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(o)not sell, transfer, lease or otherwise disposes of all or a substantial part of its assets (whether in a single transaction or in a series of transactions), or the sale of any of the Company’s Subsidiaries;

(p)not change the nature of the business of the Company and its Subsidiaries;

(q)maintain a dividend policy pursuant to which the Company must, from and after December 31, 2007, distribute to its shareholders as a dividend at least fifty per cent (50%) of the Consolidated Cash Flow from Operations of the Company to the extent permitted by applicable law; and

(r)permit IFC to subscribe to its pro rata share of any issuance of equity securities (other than new shares issued by the Company in connection with the conversion of the Convertible Loan, the Loan Note Instruments and the proposed initial public offering of the Company’s shares and the associated quotation on the AIM market of the London Stock Exchange plc or other recognised investment exchange).

Section 6.02.  Reporting Requirements.  The Company shall (and shall as applicable cause its Subsidiaries to):

(a)as soon as available, but in any event within thirty (30) days after the end of each Financial Half Year, deliver to IFC:

(i)two (2) copies of the Company’s unaudited consolidated financial statements for the half-year prepared in accordance with the Accounting Principles, with such other clarifications as IFC may reasonably request;

(ii)a report on the actual capital expenditures of the Company and its Subsidiaries for preceding half-year against planned capital expenditures;

(iii)a comprehensive report on the progress and implementation of the Project and the activities of the Company and its Subsidiaries, including, work programs, compliance (or non-compliance) with obligations under the Project Agreements, a description of available data on monthly production rates for oil, gas, condensate and water production and injection rates, sales volumes, prices, payment record and other items of maintenance and

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improvements and extraordinary items relating to the operations of the Company and its Subsidiaries; and

(iv)a statement of all transactions during that quarter between the Company and/or its Subsidiaries and each of the Company’s Affiliates and/or Related Parties, and a certification by an Officer of the Company that those transactions were on an arm’s-length basis.

(b)as soon as available, but in any event within ninety (90) days after the end of each Financial Year, deliver to IFC,

(i)two copies of the Company’s audited consolidated financial statements, together with notes on such financial statements, prepared in accordance with the Accounting Principles, and such other clarifications as IFC may reasonably request;

(ii)a management letter, to the extent it was received, from its auditors commenting on, among other things, the adequacy of the Company’s financial control procedures, accounting systems and management information systems, and any litigation;

(iii)an Annual Monitoring Report, confirming compliance with applicable national or local requirements and the Environmental and Social Requirements in accordance with Annex 5;

(iv)a report indicating the amounts paid during the relevant Financial Year to any governmental Authority under or in connection with the Concession Documents, which report shall, be made public; and

(v)certificates of insurance, and a certificate from the Company’s insurers or insurance brokers confirming that such policies are in full force and effect and all premiums then due and payable under those policies have been paid.

(c)no later than 45 days prior to each Financial Year, the Company’s proposed annual business plan and budget for the next Financial Year;

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(d)as soon as available, but in any event within three (3) days after its occurrence, notify IFC by facsimile of any incident or accident which has or may reasonably be expected to have an adverse effect on the environment, health or safety, including, without limitation, explosions, spills or workplace accidents which result in death, serious or multiple injury or major pollution, specifying, in each case, the nature of the incident or accident, the on-site and off-site impacts arising or likely to arise therefrom and the measures the Company or its Subsidiaries is taking or plans to take to address those impacts; and keep IFC informed of the on-going implementation of those measures;

(e)as soon as available, copies of any notices, reports or other communications between the Company and its board of directors and/or shareholders, including, without limitation, any monthly or quarterly report on operations prepared for the board of directors, and any notices or minutes of meetings of the board of directors or shareholders of the Company; and

(f)as soon as available, but in any event within five (5) days after its receipt thereof, copies of any reports, correspondence, documentation or notices (including any notices of any claims) from any third party, governmental Authority, or state-owned company, that could reasonably be expected to materially impact the operations of the Company and/or its Subsidiaries.

Section 6.03.  Lead Investor Covenants.  Each of the Lead Investors shall:

(a)procure that shareholders holding fifty-one per cent (51%) of the common shares cause the Company and its Subsidiaries to comply with each of the covenants contained in Sections 6.02 and 6.03; and

(b)for so long as IFC is a shareholder in the Company, procure that the collective shareholdings Controlled by the Lead Investors in the Company do not fall below fifty-one per cent (51%) of the common shares, and share capital, of the Company.

Section 6.04.  Survival of Covenants; De-listing.  (a)  The covenants of the Company provided in Section 6.01(c), (d), (e), (f) and (h), and Section 6.02(b)(iii) and (b)(iv), (d) and (e), and the covenants of the Lead Investors to cause the Company to comply with such covenants) shall survive for so long as IFC shall remain for so long as IFC shall be a shareholder in the Company.  All other covenants set forth in this Article VI, shall cease to apply to the Company and the Lead Investors from and after the date on which the shares of the Company (including the IFC Shares) shall be listed on the AIM market of the London Stock Exchange plc or any other recognized investment exchange.

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(b)In the event the Company is listed on the AIM market of the London Stock Exchange plc or any other recognized investment exchange, and subsequent to such listing a decision is made by the shareholders of the Company to de-list, in the event IFC votes against such decision to de-list, all of the covenants set forth in Section 6.01, 6.02 and 6.03 shall, effective on the date of such de-listing,  become binding once again on the parties hereto for so long as IFC shall remain a shareholder of the Company.

ARTICLE VII

Miscellaneous

Section 7.01.  Taxes.  The Company shall pay all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of this Agreement, the IFC Shares and any documents related thereto, and shall, upon notice from IFC, reimburse IFC or its assigns for any such taxes, duties, fees or other charges paid by IFC or its assigns thereon.

Section 7.02.  Fees and Expenses.  The Company shall pay or cause to be paid to IFC or as IFC may direct:

(a)the fees and expenses of IFC’s counsel reasonably incurred in connection with: (i) the preparation of IFC’s investment in the Company; (ii) the preparation, review, execution and, where appropriate, registration, delivery and translation of this Agreement, the IFC Shares and any other documents related to this Agreement or the IFC Shares; (iii) the giving of any legal opinion required by IFC under this Agreement; (iv) any amendment or modification to, or waiver under, this Agreement; and (v) the registration (where appropriate) and delivery of the evidences of payments by or to IFC in relation to the IFC Subscription; and

(b)all of IFC’s costs and expenses, including legal fees, reasonably and properly incurred by IFC in relation to the protection or enforcement, or attempted protection or enforcement, of any rights under this Agreement.

Section 7.03.  Notices and Requests.  Any notice, request or other communication to be given or made under this Agreement shall be in writing.  Any such notice, request or other communication may be delivered by hand, facsimile, or established courier service to the party’s address specified below or at

29

such other address as such party notifies to the other parties from time to time and will be effective upon receipt.

For the Company and the Lead Investors:

GeoPark Holdings Limited

Florida 981, 2nd Floor

Buenos Aires, Argentina

Facsimile:  +541 4312883

Attention:  James F. Park, Chief Executive Officer

For IFC:

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Facsimile:+1 (202) 974 4322

Attention:Director, Oil, Gas, Mining and Chemicals Department

Section 7.04.  Evidence of Authority.  The Company shall furnish to IFC the Certificate of Incumbency and Authority, that is, a certificate, in the form of Schedule 2 and in substance satisfactory to IFC, evidencing the authority of the person or persons who will, on behalf of the Company, sign the requests and certifications provided for in this Agreement, or take any other action or execute any other document required or permitted to be taken or executed by the Company under this Agreement, and the authenticated specimen signature of each such person.

Section 7.05.  Saving of Rights.

(a)The rights and remedies of IFC in relation to any misrepresentations or breach of warranty on the part of the Company shall not be prejudiced by any investigation by or on behalf of IFC into the affairs of the Company, by the execution or the performance of this Agreement or by any other act or thing which may be done by or on behalf of IFC in connection with this Agreement and which might, apart from this Section, prejudice such rights or remedies.

30

(b)No course of dealing or waiver by IFC in connection with any condition of IFC Subscriptions and/or payment under this Agreement shall impair any right, power or remedy of IFC with respect to any other condition, or be construed to be a waiver thereof; nor shall the action of IFC in respect of any IFC Subscription and/or payment affect or impair any right, power or remedy of IFC in respect of any other IFC Subscription and/or payment.

(c)Unless otherwise notified to the Company by IFC and without prejudice to the generality of subsection (b) above, the right of IFC to require compliance with any condition under this Agreement which may be waived by IFC in respect of any IFC Subscription and/or payment is expressly preserved for the purposes of any subsequent IFC Subscription and/or payment.

(d)No course of dealing and no delay in exercising, or omission to exercise, any right, power or remedy accruing to IFC upon any default under this Agreement or any other agreement shall impair any such right, power or remedy or be construed to be a waiver thereof or an acquiescence therein; nor shall the action of IFC in respect of any such default, or any acquiescence by it therein, affect or impair any right, power or remedy of IFC in respect of any other default.

Section 7.06.  English Language.  All documents to be furnished or communications to be given or made under this Agreement shall be in the English language or, if in another language, shall be accompanied by a translation into English certified by a representative of the Company, which translations shall be the governing version between the Company and IFC.

Section 7.07.  Choice of Law and Jurisdiction.

(a)This Agreement is governed by and shall be construed in accordance with the laws of England.

(b)Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force.  There shall be three arbitrators and the appointing authority shall be the London Court of International Arbitration.  The seat and place of arbitration shall be London, England and the English language shall be used throughout the arbitral proceedings.  The parties hereby waive any rights under the Arbitration Act 1996 or otherwise to appeal any arbitration award to, or to seek determination of a preliminary point of law by, the courts of England.  The arbitral tribunal shall not be authorised to take or provide, and the Company agrees that it shall not seek

31

from any judicial authority, any interim measures of protection or pre-award relief against IFC, any provisions of UNCITRAL Arbitration Rules notwithstanding.  The arbitral tribunal shall have authority to consider and include in any proceeding, decision or award any further dispute properly brought before it by IFC (but no other party) insofar as such dispute arises out of this Agreement, but, subject to the foregoing, no other parties or other disputes shall be included in, or consolidated with, the arbitral proceedings.

(c)Notwithstanding Section 7.07(b), this Agreement, and any rights of IFC arising out of or relating to this Agreement, may, at the option of IFC, be enforced by IFC in the courts of England, Bermuda or any other court having jurisdiction.  For the benefit of IFC, the Company and each of the Lead Investors hereby irrevocably submits to the non-exclusive jurisdiction of the courts of England with respect to any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof or thereof.  Each of the Company and the Lead Investors hereby irrevocably designates, appoints and empowers The Law Debenture Trust Corporation plc at its registered office (being, on the date hereof, at 100 Wood Street, London EC2V 7EX, England) to act as its authorized agent to receive service of process and any other legal summons in England for purposes of any legal action or proceeding brought by IFC in respect of this Agreement.  Each of the Company and the Lead Investors hereby irrevocably consents to the service of process or any other legal summons out of such courts by mailing copies thereof by registered airmail postage prepaid to its address specified herein.  Each of the Company and the Lead Investors covenants and agrees that, so long as it has any obligations under this Agreement, it shall maintain a duly appointed agent to receive service of process and any other legal summons in England for purposes of any legal action or proceeding brought by IFC in respect of this Agreement and shall keep IFC advised of the identity and location of such agent.  Nothing herein shall affect the right of IFC to commence legal actions or proceedings against the Company or the Lead Investors in any manner authorized by the laws of any relevant jurisdiction.  The commencement by IFC of legal actions or proceedings in one or more jurisdictions shall not preclude IFC from commencing legal actions or proceedings in any other jurisdiction, whether concurrently or not.  Each of the Company and the Lead Investors irrevocably waives any objection it may now or hereafter have on any grounds whatsoever to the laying of venue of any legal action or proceeding and any claim it may now or hereafter have that any such legal action or proceeding has been brought in an inconvenient forum.

Section 7.08.  Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

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Section 7.09.  Entire Agreement.  This Agreement, together with any documents referred to in it, or expressed to be entered into in connection with it, constitutes the entire agreement of the parties concerning the subject matter of this Agreement.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names, as of the date first above written.

GEOPARK HOLDINGS LIMITED
By:	/s/ Gerald O’Shaughnessy
Name:	Gerald O’Shaughnessy
Title:	Executive Chairman
By:	/s/ James F. Park
Name:	James F. Park
Title:	Chief Executive Officer
LEAD INVESTORS
/s/ Gerald O’Shaughnessy
Gerald O’Shaughnessy
/s/ James F. Park
James F. Park
INTERNATIONAL FINANCE CORPORATION
By:	/s/ Rashad Rudolf Kaldany
Name:	Rashad Rudolf Kaldany
Title:	Director, Oil, Gas, Mining and Chemicals Department

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SCHEDULE 1

Page 1 of 2

Form of Subscription Request

(Letterhead of the Company)

[Date:]

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington D.C. 20433

United States of America

Reference:  IFC Investment No. 24689

Purpose:  Request for Subscription

Gentlemen:

1.Please refer to the Subscription and Shareholders Agreement (the “Agreement”) dated February 7, 2006, between International Finance Corporation (“IFC”) and the undersigned Company (the “Company”).

2.Expressions defined in the Agreement shall bear the same meanings herein.

3.In accordance with the provisions of the Agreement and the enclosed resolution of the Company’s Board of Directors, the Company hereby requests the subscription by IFC of: the IFC Shares and payment therefor as follows:

35

SCHEDULE 1

Page 2 of 2

Amount requested:	US$10,000,000
Date required:
At Bank:
Address:
Account:

4.For the purposes of this subscription and payment, the Company hereby confirms that the conditions to subscription set forth in Section 5.01 are fulfilled, and makes the representations contained in Article III of the Agreement.  Such representations are effective as of the date of this request for subscription and payment and shall continue to be effective as of the date(s) of subscription and payment.  If any of such representations is no longer valid as of or prior to the date(s) of the subscription and payment, the Company shall immediately notify IFC and shall repay the amount paid upon demand by IFC if payment is made prior to receipt of such notice.

Very truly yours,

GEOPARK HOLDINGS LIMITED

By:

Authorized Representative(1)

[Enclosures:Resolution of the Company’s Board of Directors; and Subscription Form]

(1)           As named in the Certificate of Incumbency and Authority.

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SCHEDULE 2

Page 1 of 2

Form of Certificate of Incumbency and Authority

(Section 5.01(d) of Subscription and Shareholders Agreement refers)

(Letterhead of the Company)

[Address]

[Date]

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Ladies and Gentlemen:

Certificate of Incumbency and Authority

With reference to the Subscription and Shareholders Agreement signed between us, dated February 7, 2006 (the “ Agreement”), I the undersigned [Chairman] [Director] of the undersigned Company (the “Company”) with the authority of my Board of Directors, hereby certify that the following are the names, offices and true specimen signatures of the persons each of whom will, and shall continue to be (until you receive authorized written notice from the Company that they, or any of them, no longer continue to be) authorized:

(a)to sign on behalf of the Company the requests for IFC Subscription and payment provided for in the Agreement;

(b)to sign the certificates provided for in the Agreement; and

(c)to take, in the name of the Company, any other action required or permitted to be taken, done, signed or executed under the Agreement and under any other agreement to which we are both parties;

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SCHEDULE 2

Page 2 of 2

Name	Office	Specimen Signature
(2)
(3)

Yours faithfully,
GEOPARK HOLDINGS LIMITED
By
	[Chairman] [Director]

(2)As many, or as few, names may be included as the Company shall desire.

(3)Designations may be changed by the Company at any time by issuing a new Certificate of Incumbency and Authority authorized by the Board of Directors of the Company.

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SCHEDULE 3

Disclosures

The representations given in Article III of the Agreement (“Representations”) are made and given subject to the disclosures contained in this Schedule and/or the documents referred to in this Schedule.

Although for ease of reference certain numbered paragraphs in the Schedule to this letter correspond with particular paragraphs of the Representations, all disclosures in this Schedule relate, and are to be taken as relating, to all of the Representations.

General Disclosures

The Company is not and shall not be deemed to be in breach of any of the Representations (and no claim shall lie or liability attach) in respect of any matter disclosed in, or deemed to be disclosed by, this Schedule and/or the documents referred to in this Schedule.

Where brief particulars of a matter are given in this letter, or a document is referred to or a reference is made to a particular part only of a document, full particulars of the matter and the entire contents of the document shall be deemed to be disclosed.

In addition, the following are disclosed or are deemed to have been disclosed by this letter:

·the contents of the Agreement and any other agreement or document entered into upon signing of the Agreement or to be entered into at the time of the IFC Subscription; and

·the contents of:

·each of the legal opinions referred to in section 5.01(h) of this Agreement;

·the due diligence report prepared by Aylwin Abogados dated as of 7 February 2006; and

·the due diligence report prepared by Maciel, Norman & Asociados dated as of 7 February 2006.

Specific Disclosures

In addition, there are disclosed the specific matters set out below.

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Representation reference

Specific Disclosure

3.01 (c) (v)

1It is intended that an employee share scheme will be set up by the Company just prior to the initial public offering of the Company’s shares on the AIM market of the London Stock Exchange plc.  Options or shares will be issued to certain directors and key employees in accordance with the terms of the scheme.  These options have already been verbally promised to certain key employees.  The Company proposes to implement a share incentive scheme (which it is still designing with compensation experts) at the time of the proposed initial public offering and quotation on the AIM Market of the London Stock Exchange plc which will set aside approximately 10% of the share capital of the Company from time to time for grants to employees.  The expectation is that at the time of the initial public offering the Company will make grants in respect of shares representing not more than 3% of the Company’s issued share capital immediately following the initial public offering. 2Richard Cole, an ex-employee of the Company, was promised options or shares as part of his remuneration package from the Company in exchange for lowering his daily consulting fee. There was never a formal service agreement between him and the Company.  The number of options or shares he was eligible for was to be calculated dependent on the length of his service and performance.  Following the termination of his employment, this grant of options or shares has never been fulfilled.  The Company is currently in discussions with Mr Cole to agree a settlement of any claims he may allege.  The Company does not expect any such settlement to exceed US$250,000. 3Under a stock and asset purchase agreement dated May 2, 2002 (as amended by an amendment agreement dated October 18, 2002) between AES Gener S.A., Gener Argentina S.A., Oilgener Inc. (as Sellers), and Energy Holdings LLC (as Buyer) (the “SAPA”) Energy Holdings LLC granted AES Gener SA a capped royalty of 3.0% on the net remuneration from the Fell Block up to a maximum of US$ 3,250,000.  The rights and obligations of Energy Holdings LLC were transferred to

40

GeoPark Argentina Limited by an acknowledgement agreement on 5 November 2002.

4As partial consideration for the acquisition of the Del Mosquito exploitation concession, Cordex Petroleums Argentina Limited (now GeoPark Argentina Limited), as assignee, agreed to pay to EPP Petróleo S.A., as assignor, an overriding royalty interest of 2.5% (two point five percent) of the marketed hydrocarbons produced from the Del Mosquito area, if any.

5As partial consideration for the acquisition of the Cerro Doña Juana and Loma Cortaderal exploitation concessions, Cordex Petroleums Argentina Limited (now GeoPark Argentina Limited), as assignee, agreed to pay to Triton Argentina Inc. (now Vintage Petroleum), as assignor, an overriding royalty interest of 8.0% (eight percent) of the aggregate future hydrocarbon production, if any, from the areas covered by the Cerro Doña Juana and Loma Cortaderal concessions. Vintage shall be entitled to take the hydrocarbon production in kind or have such production marketed by GeoPark Argentina Limited on arms length competitive commercial basis from time to time. If Vintage chooses to have GeoPark Argentina Limited market such production, GeoPark Argentina Limited shall pay the proceeds to Vintage within 10 days of receipt of the funds by GeoPark Argentina Limited from the sale of hydrocarbons from the Cerro Doña Juana and Loma Cortaderal areas.

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3.01(g)(ii)	1Secretary of Energy Resolution 5/1996 requires the holder of an Exploitation Concession to file yearly, on or before January 31 each year: ·A proposed schedule of well abandonment works to be undertaken during relevant year; and ·A report on well abandonment works completed during previous year. The well abandonment schedules filed by the branch of GeoPark Argentina Limited with the Argentine Secretary of Energy on February 24, 2005 display the following situation:
	CONCESSION	# of Plugged Wells	# of Inactive Wells to be plugged	Deadline to plug inactive wells
	Del Mosquito	26	16	January 9, 2011
	Cerro Doña Juana	4	1	January 9, 2011
	Loma Cortaderal	2	1	January 9, 2011

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2Until December 31, 2003, the branch of GeoPark Argentina Limited held a gas flaring licence to flare up to 25,000m3/day of natural gas at Del Mosquito block. Such licence was granted by Disposition 80/2003 of the Sub-secretary of Fuels, as there were no natural gas connection and transmission facilities to allow the marketing of the natural gas production. After the expiration of such licence, upon notice to the Secretary of Energy and based on technical evidence that the natural gas production was being exhausted, the branch of GeoPark Argentina Limited continued to flare gas volumes within the limits of what the Company is able to flare under Argentine law.

3Mendoza Water Departments Inspections: During 2002, the Water Department of the Province of Mendoza inspected the Loma Cortaderal and Cerro Doña Juana blocks and made the following observations:

LCx-1 well: the discharge system was not considered safe enough to prevent spills into the Buta Mayin creek. The branch of GeoPark Argentina Limited replied that it was not necessary to build an additional system to prevent a possible leak into the Buta Mayin creek, since the natural flow of the well is extremely low. That notwithstanding, the branch of GeoPark Argentina Limited committed to level the loading facility area and to construct a natural ditch with natural walls to contain possible oil leaks in that area. The branch of GeoPark Argentina Limited did not receive any further requirements from the authorities in connection with this event.

ABM x-1 well: two containers with hydrocarbon were allegedly found flowing into the Buta Ranquil creek. The branch of GeoPark Argentina Limited replied that during the last environmental audits, the fluids in the containers were tested and proved extremely low hydrocarbon content.  Accordingly, there was no possibility the creek would be polluted. That notwithstanding, the branch of GeoPark Argentina Limited  will study other additional improvements such as the improvement of the walls of both containers to ease the natural drainage of clean water therein contained to the Buta Mayin creek. The branch of GeoPark Argentina Limited did not receive any further requirements from the authorities in

43

connection with this event.

CDJ-x1 well: Oil and water leaks were allegedly observed between flanges. The branch of GeoPark Argentina Limited replied that it would evaluate the intervention of the well to either put it in production or abandon it definitively. The well was repaired twice and its final repair is not considered appropriate until a final decision is taken on the abandonment or activation of the well. The branch of GeoPark Argentina Limited did not receive any further requirements from the authorities in connection with this wellhead.

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CDJ-x2 well: The wellhead cellar was allegedly found loaded with water and oil due to wellhead leakage. The branch of GeoPark Argentina Limited replied that it would undertake studies to decide the intervention or final abandonment of the well.  That notwithstanding, a cellar was built to contain the leaks and works were carried to minimize them. The well is inspected regularly to prevent any spills. On January 4th, 2006, the branch of GeoPark Argentina Limited was notified of Resolution 388 passed by the Sub-secretary of the Environment whereby the branch of GeoPark Argentina Limited  was required to submit within 10 days a work plan to remediate the soil contaminated with oil in old spills near the location of the CDJ-x2 well. The branch of GeoPark Argentina Limited committed to carry out a remediation plan which has now been implemented.

4Secretary of Energy Resolutions 340/93 and 25/04 require the holders of Exploitation Concessions in the Austral Basin to file on or before February 28 each year an Annual Survey of Works and Tasks Study prepared by an environmental consulting firm registered with the Secretary of Energy.

Del Mosquito: The 2005 Annual Survey of Works and Tasks Study for the Del Mosquito block reports that all material mitigation and remediation measures recommended in the immediately preceding year are either in process or have already been implemented by the branch of GeoPark Argentina Limited. Newly recommended high priority mitigation and remediation measures include: to build a spill tray in battery “A”, to build waterproof collecting trays to prevent harm to the soil, to fix up emergency pools in batteries “A” and “B”, to protect pumping equipment in productive wells, to remedy the pool in the “DM-5” well and to remedy and patch the pool in the “DM-18” well.

Cerro Doña Juana & Loma Cortaderal: An inspection of all wells is carried out every two months at the Loma Cortaderal block. Some of the 2004 recommended mitigation and remediation measures were not implemented and the 2005 Annual Survey of Works and Tasks Study has recommended the following high priority measures: to signal both the area and the wells in it, to waterproof the LC x-1 well, to keep the roads in good general condition, and to prevent water

45

accumulation in the pools of the ABM X-1 well. 5GeoPark Chile Limited is obligated to obtain an environmental permit to operate a pipeline. On October 17, 2005, an advisor was hired to prepare and file an Environmental Impact Declaration (Declaración de Impacto Ambiental) before the regional environmental agency COREMA. This Environmental Impact Declaration is expected to be submitted by GeoPark Chile Limited by February of 2006. If environmental impact is small, an Environmental Impact Declaration will be sufficient and after 60 business days a permit will be granted.  If the impact is deemed to be other than small, an Environmental Impact Study will have to be prepared which is used for wider consultation-. According to the information that GeoPark Chile Limited possesses at present and based on the conclusion of the environmental consultant, an Environmental Impact Declaration would be sufficient for this preliminary stage of the project.

3.01(k)

1Under a stock and asset purchase agreement dated May 2, 2002

46

(as amended by an amendment agreement dated October 18, 2002) between AES Gener S.A., Gener Argentina S.A., Oilgener Inc. (as Sellers), and Energy Holdings LLC (as Buyer) (the “SAPA”) Energy Holdings LLC granted AES Gener SA the Buyer must pay the Sellers a capped royalty of 3.0% on the net remuneration from the Fell Block up to a maximum of US$ 3,250,000. The rights and obligations of Energy Holdings LLC were transferred to GeoPark Argentina Limited by an acknowledgement agreement on 5 November 2002.

2As partial consideration for the acquisition of the Del Mosquito exploitation concession, Cordex Petroleums Argentina Limited. (now GeoPark Argentina Limited.), as assignee, agreed to pay to EPP Petróleo S.A., as assignor, an overriding royalty interest of 2.5% (two point five percent) overriding royalty of the marketed hydrocarbons produced from the Del Mosquito area, if any.

47

3As partial consideration for the acquisition of the Cerro Doña Juana and Loma Cortaderal exploitation concessions, Cordex Petroleums Argentina Ltd. (now GeoPark Argentina Ltd.), as assignee, agreed to pay to Triton Argentina Inc. (now Vintage Petroleum), as assignor, an overriding royalty interest of 8.0% (eight percent) of the aggregate future hydrocarbon production, if any, from the areas covered by the Cerro Doña Juana and Loma Cortaderal concessions. Vintage shall be entitled to take the hydrocarbon production in kind or have such production marketed by GeoPark on arms length competitive commercial basis from time to time. If Vintage chooses to have GeoPark market such production, GeoPark shall pay the proceeds to Vintage within 10 days of receipt of the funds by GeoPark from the sale of hydrocarbons from the Cerro Doña Juana and Loma Cortaderal areas. 4Geopark Argentina Limited (Sucursal Argentina) entered into an agreement with Western Geco S.A., dated January 2nd, 2006, to acquire 3D seismics. It is currently estimated that the total cost under this agreement will be US$3 million, however this is subject to change as a result of delays and/or adjustments to the surface. Associated with this is the cost to pay the relevant surface landowners for permission to complete the seismic. This amounts to US$ 273 (50% of this amount has already been paid). 5The Company owes Pride Drilling US$997,059 in respect of the services it provided during the recent drilling programme.

3.01(m)

1Canaccord Capital (Europe) Limited will be paid a brokers fee of 6% of the proceeds raised by the placing, in connection with the admission of the Company to trading on the AIM market of the London Stock Exchange plc. In addition, the Company has entered into a number of engagement letters with a number of other advisers.

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SCHEDULE 4

Page 1 of 1

Limitations on the Liability of the Company and the Lead Investors

1.Limitation on quantum

1.1The total liability in respect of all claims as against the Lead Investors shall be limited to US$10,000,000; provided that no such limit shall apply in respect of all claims made against the Company.

2.Time limit for bringing a claim

2.1There shall be no liability for a claim unless the IFC has given notice of that claim stating in reasonable detail the nature of the claim by no later than 31 July 2007.

2.2Any claim (if not been previously satisfied, settled or withdrawn) be deemed to have been waived or withdrawn on the expiry of six months after the date it was made unless court or arbitral proceedings in respect of it have been commenced.

2.3Where the matter of default giving rise to a claim is capable of remedy, the IFC may not bring a claim unless notice of the breach is given to the Company and the Lead Investors within 30 days of the IFC becoming aware of the matter or default, and the matter or default (where capable of being remedied) is not remedied to the reasonable satisfaction of the IFC within 30 days after the date on which such notice is given.

3.No duplication of liability

3.1In respect of any matter which may give rise to a claim, no such liability shall be met more than once.

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ANNEX 1

Affiliate and Related Party Transactions

1GeoPark Argentina Limited (Sucursal Argentina) and James F. Park are parties to certain guaranty or surety agreements whereby the relevant guarantor agreed to be jointly and severally liable with the relevant lessee vis a vis lessor for the payment of the monthly leases, as well as for any damages caused to the leased properties, as follows;

Lessee	Guarantor	Property	Monthly lease in US$
James F. Park	GeoPark Argentina Branch	James F. Park´s apartment	1800+VAT+utilities
GeoPark Argentina Branch	James F. Park	Buenos Aires Office	1750+VAT+utilities
GeoPark Argentina Branch	James F. Park	Buenos Aires Office	1700+VAT+utilities
GeoPark Argentina Branch	James F. Park	Apartment for employees of the Branch	1200+VAT+utilities

2Lease Contract between Oilgener Argentina Limited (now GeoPark Argentina Limited) and GeoPark Chile Limited:

Contractor	Dated	Term	Object	Governing Law	Jurisdiction
Oilgener Argentina	8/12/05	180 days	Lease machinery	Chile	Punta Arenas

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ANNEX 2

Page 1 of 2

Insurance Requirements

1.Operational Insurances — Energy Package

A.COVERAGE

Section A:All Risks of Physical Loss or Damage to property forming part of Borrowers’ operations and/or other Property in the Care, Custody or Control of the Assured including Removal of Debris and/or Wreck and for Sue & Labor.

Section B:Operator’s Extra Expense including Control of Well, Extended and Restoration Limited Cost Redrill, Seepage and Pollution and Clean Up and Containment, Underground Blowout, Making Wells Safe, Removal of Debris/Wreck, Evacuation Expenses, Deliberate Well Firing.

Section C:Comprehensive General Liabilities arising out of or incidental to the Borrowers’ operations.

B.SUM INSURED/LIMIT OF LIABILITY

Section A:An amount sufficient to reinstate the property

Section B:US$5,000,000, or such lower limit as may be agreed by IFC.

Section C:US$5,000,000, or such lower limit as may be agreed by IFC.

C.DEDUCTIBLES AND/OR EXCESS

Section A:US$25,000

Section B:US$250,000

Section C:US$50,000

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ANNEX 2

Page 2 of 2

2.Miscellaneous

Other insurance which,

a)is customary or necessary to comply with local or other requirements, such as contractual insuring responsibility, Workers’ Compensation and Employers’ Liability insurances in relation to all workmen employed at the sites or in connection with its operation; motor vehicle liability insurance for all vehicles owned, hired, leased, used or borrowed;

b)is considered by the Borrowers to be desirable or prudent, or required by IFC; or

c)are required by local legislation and/or any Project Document.

3.General

a)Each policy effected pursuant to this Annex:

i)shall be in such form and substance as is consistent with the obligations of the Borrowers under this Annex, as may be approved by IFC.

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ANNEX 3

Page 1 of 1

Prohibited Activities

·Production or activities involving harmful or exploitative forms of forced labor/harmful child labor.

·Production or trade in any product or activity deemed illegal under host country laws or regulations or international conventions and agreements.

·Production or trade in weapons and munitions.

·Production or trade in alcoholic beverages (excluding beer and wine).

·Production or trade in tobacco.

·Gambling, casinos and equivalent enterprises.

·Trade in wildlife or wildlife products regulated under Convention on International Trade in Endangered Species of Wild Fauna and Flora.

·Production or trade in radioactive materials.

·Production or trade in or use of unbonded asbestos fibers.

·Commercial logging operations or the purchase of logging equipment for use in primary tropical moist forest (prohibited by the Forestry policy).

·Production or trade in products containing Poly Chlorinated Biphenyls.

·Production or trade in pharmaceuticals subject to international phase outs or bans.

·Production or trade in pesticides/herbicides subject to international phase out.

·Production or trade in ozone depleting substances subject to international phase out.

·Drift net fishing in the marine environment using nets in excess of 2.5 km in length.

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ANNEX 4

Page 1 of 2

Timetable for 6.01(c)

#	Task Description	Output	Required Completion/Submittal Date
1.	Environmental and Social Management System: Develop system for managing and monitoring the environmental and social aspects of the activities undertaken by the Company and its Subsidiaries.	·Provide detailed description of ESMS with implementation timeline.	June 30, 2006
2.	Socio-Economic Baseline: Conduct socio-economic baseline study of affected municipalities, communities and estancias in Chile and Argentina. The study should provide input on: the key economic activities in the area including constraints and accelerators of development; the social structure of surrounding communities and ranches; municipal, community and regional governance structures; list of relevant non-governmental organizations and civil society groups; description of laws regarding royalties, right of way, and compensation for access to land. The study should also include recommendations on how the Company can contribute to the communities in terms of capacity building, in kind support, supply chains and economic development.	·Provide copy of study to IFC.	July 31, 2006

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#	Task Description	Output	Required Completion/Submittal Date
3.	Community Development Plan: The Company will prepare a Community Development Plan based on the recommendations from the Socio-Economic Baseline. The Community Development Plan will present a plan for how the Company intends to promote sustainable economic growth in the communities in which it operates. The Community Development Plan will include a framework for the Company’s social responsibility program as well as a guideline for incorporating community participation in the process.	·Provide copy of the Community Development Plan to IFC. ·Provide description of all community development activities including donations, training programs and capacity building to date.	July 31, 2006
4.	Land Titling Survey and Maps: As part of its compensation program the Company will develop titling maps of the areas covered by the Concession Documents as well as a list of all titled landowners.	·Provide IFC with copies of the Land Titling Survey and land ownership maps. Please also indicate if there are any people who are negatively impacted by the Company’s use of land (for example interruptions to ranching activities) who do not have title to the land.	July 31, 2006

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ANNEX 5

Annual Monitoring Report

Attached.

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Annual Environmental and Social Monitoring Report (AMR)

The following template may be supplemented with annexes as appropriate to ensure all relevant information on project performance is reported.

General Questions

Company Details

GEOPARK:

Project Country:

Project Name:

IFC Project ID:

GEOPARK authorized representative:

I certify that the data contained in this AMR completely and accurately represents operations during this reporting period. I further certify that analytical data summaries(4) are based upon data collected and analyzed in a manner consistent with the World Bank Group’s Pollution Prevention and Abatement Handbook, Monitoring.

Signature: Date:

Reporting Period

AMR reporting period:   

Project Status

o Design o Construction o Expansion o Operation o Closure o Other (specify)

oList any developments which have taken place in relation to the project over the reporting period.  For example, has construction been started or completed, has new equipment been installed, or has production capacity increased?

(4)  Raw analytical data upon which summaries are based should not be submitted with this AMR but should be preserved  and presented to IFC upon request.

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oDescribe any changes to management procedures instigated as a result of project changes or completion.

Significant Events and Issues

oAre you aware of any events(5) that may have caused damage; brought about injuries or fatalities or other health problems; attracted the attention of outside parties; affected project labor or adjacent populations; affected cultural property; or created liabilities for your company?

oIf yes please provide details of the event/issue or complete an incident report.

Liaison with External Parties

oDescribe any reporting/monitoring requirements imposed by local regulatory authorities.

oDescribe any ongoing public consultation and disclosure, liaison with non-governmental organizations (NGOs), civil society or public relations efforts (e.g. establishment of a web page).

oDescribe any ongoing social or community development initiatives, programs or dialogue.

(5)  Examples of significant incidents follow.  Chemical and/or hydrocarbon materials spills; fire, explosion or unplanned releases, including during transportation; ecological damage/destruction; local population impact, complaint or protest; failure of emissions or effluent treatment; legal/administrative notice of violation; penalties, fines, or increase in pollution charges; negative media attention; chance cultural finds; labor unrest or disputes; local community concerns.

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Management Capability

oHave you received or are you working toward an environmental/social or quality management system (e.g. to ISO 14001 or ISO 9000)?

oPlease describe the management system.

oIf you answered no to the question above, have you got an environmental policy and/or a set of environmental/social or quality management objectives or programs in place?

oAre  there staff in the company with identified roles relating to environment, health and safety or social issues?

oPlease list the staff names along with their job title.

oDescribe the level of environmental, social and health and safety training provided to staff.

Environmental and Social Monitoring Data

The following tables should be completed to provide IFC with the necessary monitoring data for this reporting period.  If you already have all the data requested on the tables available in another format, then this can be used instead.  Please provide the name and location of all monitoring points and provide data in the units requested in the WBG guidelines as summarized below.  Please refer to Annex A of ‘Guidance to Project GEOPARK on the submission of the AMR’ if you would like additional guidance on the most appropriate ways to measure and report monitoring data.

Ambient Air Quality

GEOPARK is required to collect representative samples of ambient air at an agreed number of locations outside the property boundary fence, submit collected samples for analysis and report the results to IFC.

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Sample Frequency (e.g. quarterly)	Ambient Air Quality Parameter	World Bank Group/IFC Maximum Levels	Performance In WBG/IFC Units Annual Average	Argentina- Chile Regulatory Limits and units	Performance in Argentina- Chile units Annual average
Monitoring Location (please specify)
	Particulate Matter (PM10)
	Annual arithmetic mean	50 µg/m3	µg/m3
	Maximum 24 hour average	150 µg/m3	µg/m3
	Nitrogen Dioxide	µg/m3	µg/m3
	Annual arithmetic mean	100 mg/m3
	Maximum 24 hour average	150 mg/m3
	Sulfur Dioxide
	Annual arithmetic mean	80 mg/m3
	Maximum 24 hour average	150 mg/m3

Green House Gas Emissions

GEOPARK is required to report GHG emissions in ton/year of CO2 equivalent.

GEOPARK should include the evaluations made during this reporting period for the reduction of GHG.

Flaring Activities

GEOPARK is required to report flaring activities which include the amounts of gas flaring and any activity toward their reduction.

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Ambient Noise

GEOPARK is required to monitor ambient noise at an agreed number of representative receptors immediately outside the property boundary and report the results to IFC annually.  Ambient noise monitoring must take place while the facility is operating.

Sample Frequency (e.g. quarterly)	Ambient Noise Parameters	Performance in WBG/IFC units	Project Performance In WBG/IFC Units Average	Argentina- Chile Regulatory Limits and Units	Performance in Argentina- Chile Unit Average of Biannual Events
Monitoring Location (please specify)
	Residential, institutional, educational receptors, Daytime (07:00-22:00 hours)	Leq (hourly), 55 dB(A)	dB(A)
	Residential, institutional, educational receptors, Nighttime (22:00-07:00 hours)	Leq (hourly), 45 dB(A)	dB(A)
	Industrial, commercial receptors Daytime (07:00-22:00 hours)	Leq (hourly), 70 dB(A)	dB(A)
	Industrial, commercial receptors, Nighttime (22:00-07:00 hours)	Leq (hourly), 70 dB(A)	dB(A)

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Liquid Effluent Discharges

GEOPARK is required to collect representative samples of liquid effluent discharges to surface waters at an agreed frequency, submit these samples for laboratory analysis and report the results to IFC.  Individual samples and individual reports are required for each surface water discharge point (e.g. sanitary waste, process effluent, and contaminated storm water). Create sufficient sections in the table for each separate emission point by copying and pasting the sections.

oPlease describe the water course(s) which the effluent is discharged into (e.g. river, municipal system, sea).

oIf the effluent is treated prior to discharge from the site please describe the level of treatment provided.

oIf the effluent is discharged into a municipal system please confirm the level of treatment provided and where the municipal system discharges to.

Sample Frequency (e.g. quarterly)	Required Laboratory Analysis for Collected Samples		WBG/IFC Maximum Levels	Performance in WBG/IFC units Annual average	Argentina- Chile Regulatory Limits and Units	Performance in Argentina- Chile Units
	pH	6-9
	Biochemical oxygen demand (BOD5)	50 mg/L		mg/L
	Chemical oxygen demand (COD)	250 mg/L		mg/L
	Oil and grease	10 mg/L		mg/L
	Total suspended solids (TSS)	50 mg/L		mg/L
	Total coliform bacteria, Most Probable Number (MPN) or plate count (PC)	£ 400 /100 ml		/100 mls
	Ambient temperature of receiving waters at edge of zone where mixing with effluent takes place (if not defined, 100 meters from discharge point).	£ 3°C (maximum increase is 3°C)		°C
	Heavy Metals, Total	10 mg/L		mg/L
	(list other parameters)	mg/L		mg/L
		mg/L		mg/L

Corrective Actions

If any of the World Bank Group or Argentina-Chile guideline levels in any of the above tables are exceeded please explain the cause and, if appropriate, describe the planned corrective actions to prevent re-occurrence.

Parameter Exceeded Cause of Exceedance Corrective Action and Completion
Schedule

Solid and Hazardous

GEOPARK is  required to monitor collection and disposal of solid and hazardous waste and report the measurement results for each period to IFC.

Waste Type	Quantities Generated(6)	Method of Storage and/or Treatment(7)	Disposal Method(8) (9) (10)
·chemical containers	Month/Year:
·chemical sludge	Month/Year:
·containers/pallets	Month/Year:

(6)Provide total weight (metric tons) or volume (m3)/month and total weight (metric tons) or volume (m3)/year.

(7) State how collected waste is stored on site (e.g. drums, bins, other containers, etc.) and any treatment rendered (e.g. solidification, filtration, etc.).

(8) Provide additional sheets as needed to fully describe disposal, organizations involved in waste management, facility permits, agency authorizations, etc.

(9) Provide name and location of disposal facility used; state if waste is sold as byproduct, scrap or a material to be used by others; state name and business of purchaser

(10) Describe disposal method (e.g. landfill, incineration, land farming, reuse, etc.)

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Waste Type	Quantities Generated(6)	Method of Storage and/or Treatment(7)	Disposal Method(8) (9) (10)
·liquids	Month/Year:
·waste fuel hydrocarbons	Month/Year:
·sludge	Month/Year:
·solids	Month/Year:
·waste lubricating hydrocarbons	Month/Year:
·waste solvents	Month/Year:
·waste treatment sludge	Month/Year:
· contaminated soil	Month/Year:

Corrective Actions

Provide the following information for all waste streams that are not actively managed to prevent environmental and social damage.  Provide the information indicated in the table for each affected waste stream.

List and Describe Uncontrolled Waste Streams

1.

2.

3.

Explain why waste streams are not actively managed.

1.

2.

3.

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Describe corrective action(s) to actively manage waste stream and a schedule for completion of needed improvements.

1.

2.

3.

Health and Safety Monitoring Data

Occupational Health and Safety

GEOPARK is required to monitor and record occupational health and safety incidents throughout the reporting period for both the company and any contractors.  These reports are to be submitted to IFC annually.

Incident statistics reporting for Company and Contractors

Occupational Health and Safety Incidents	Number of Incidents	GEOPARK Occupational Health and Safety Incident Details(11)
Fatalities		1. Date(s) of fatality: 2. Cause of fatality: 3. Corrective or preventive measures to prevent reoccurrence:
Total Lost Time Accidents (including vehicular)(12)		1. Date(s) of lost time accidents: 2. Cause(s) of lost time accident(s): 3. Corrective or preventive measures to prevent reoccurrence:

(11)  Provide additional sheets as needed.

(12)  Incapacity to work for at least one full workday beyond the day on which the accident or illness occurred.

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Occupational Health and Safety Incidents	Number of Incidents	GEOPARK Occupational Health and Safety Incident Details(11)
Total number of lost workdays(13) resulting from incidents.		1.Total lost workdays this reporting period: 2.Total lost workdays last reporting period:
Total man-hours worked (total hours worked by all employees) during the reporting period and Incidence calculation.		1.Total man-hours worked this reporting period: 2.Incidence = total lost workdays/total hours worked 3.Incidence this reporting period: 4.Incidence last reporting period: 5.Incidence next to last reporting period:
Training(14)		1.For each type of training, list the date and number of employees that attended during this reporting period.

Employee Workplace Monitoring

GEOPARK is  required to monitor and record workplace conditions (air and physical parameters which are potentially impacted by industrial processes) throughout the reporting period.  These reports are to be submitted to IFC annually.

(13) Lost workdays are the number of workdays (consecutive or not) beyond the date of injury or onset of illness that the employee was away from work or limited to restricted work activity because of an occupational injury or illness.

(14) Personnel should be trained in environmental, health and safety matters including accident prevention, safe lifting practices, the use of Material Safety Data Sheets (MSDS), safe chemical handling practices, proper control and maintenance of equipment and facilities, emergency response, personal protective equipment (PEP), emergency response, etc.

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Fire Safety Monitoring

Fire Safety Verification Activities	Mandatory Frequency	Date(s) Performed	Observed Deficiencies(15)	Corrective Actions and Schedule For Implementation(16)
1.Fire Drills	Minimum: three (3)/year
2.Inspection and certification of fire detection and suppression electrical and mechanical systems.	Minimum: one (1)/year
3.Portable fire extinguisher inspection, refilling/recharging	Minimum: two (2) inspections/year

If any of the World Bank Group or Argentina-Chile guideline levels are exceeded please explain the cause and, if  appropriate, describe the planned corrective actions.

Borrow Pits and/or Pits Recovery

During the reporting period how many borrow pits have been open/close and how many Mud Pits have been recovered.

(15)  Attach additional sheets as needed to fully describe observed deficiencies.

(16)  Attach additional sheets as needed to fully describe corrective actions and implementation.

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Land Acquisition and Use

I.

Please also provide an update of any procedures discussed in the document “GEOPARK Compensacion a Superviciarios” or refer to relevant sections of current ESMS on this topic.  For any updates on the statues of  the Plan De Compensacion associated with the Acambuco pipeline, please provide updates on the form originally submitted and attach as an annex to this AMR.

·Are there any changes in land access acquisition (amount or location) planned?  Provide details and date of notification to IFC.

·Have there been any complaints with regard to the land access process? Please provide details.

In case of Permanent Land Acquisition (Purchase, etc), include the following information on each property acquired, including:	Description
Total area acquired
Price paid
Land use and occupancy prior to acquisition
Ownership status (privately titled, Cooperatively owned, rented etc.)
Location of the property (according to operation: Acambuco, Cerro Dragon, etc)

II.

In case of temporary acquisition of easements, include the following information for each property affected	Description
Types of easements acquired (easements for pipelines, access roads, exploration activities, etc.) Was land acquired through expropriation
Area affected by easements, by type of easement
Ownership status (privately titled, Cooperatively owned, rented etc.)
Land use and occupancy prior to purchase/imposition of easement rights
Procedures used to compensate landowners and occupants and description of compensation

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III.

In cases where new purchases of properties or easement rights resulted in physical relocation, include information on the status of implementation of the Resettlement Action Plan or if physical relocation does not occur, provide information on the status of the Compensation Plan.  Please note that GEOPARK should abstain from engaging in any activities that will directly or indirectly result in the resettlement of individuals or business until the Company has submitted to IFC, and IFC has approved, a specific Resettlement Action Plan to deal with such situation in compliance with IFC policies.

IV.

Describe measures taken to minimize the impact of  GEOPARK activities on the landowners.  (These measures should be incorporated into the Environmental and Social Management Plan.)

Protection of Cultural Property

List any Cultural Property discovered over the last year in the course of GEOPARK operations.  For each case, describe:

·Is GeoPark in full compliance with the Cultural Property Management Plan set with IFC?

·Describe location of discovery

·Explain procedures used to protect cultural property discovered

·Reference relevant sections of ESMS to explain any updates in GeoPark’s protocol for treating cultural properties

PUBLIC CONSULTATION AND DISCLOSURE ACTIVITIES REPORT

Please provide updates on the following topics:

·Public Relations/Communication Programs: Describe all ongoing public consultation and social communication efforts.  Please provide an up-dated plan for the Public Relations program for the coming year including any up-dates on such things as the establishment of a web page, hotline numbers, etc

·Public Consultation and Disclosure Activities: Please describe any changes in the organization structure and staffing during the reporting year.  List any new documentation that was disclosed to the public

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·Media Coverage: Describe any print or broadcast media attention given to the project during this reporting period..

·NGOs: Describe in detail, interactions with non-governmental organizations (NGOs) or public scrutiny of GEOPARK by Project site.  Describe the NGOs or civil society groups that are raising issues.

Informal Meetings Summary(17)

Planned Meeting
Date Subject of Meeting Attendees (First Group of
Participants, Second
Group of Participants or
both), Others Meeting Completion
Date

1.Any relevant Political/Technical Group Meetings Summary(18)

Planned Meeting
Date Subject of Meeting Attendees (First Group of
Participants, Second
Group of Participants or
both), Others Meeting Completion
Date

2.Formal Public Hearings Summary(19)

Planned
Meeting Date Subject of
Meeting Attendees (First Group of
Participants, Second Group of
Participants or both), Others Meeting Completion
Date

(17)  Use additional sheets as needed to summarize informal meetings.

(18)  Use additional sheets as needed to summarize Political/Technical Group informal meetings.

(19)  Use additional sheets as needed to summarize Formal Public Hearings.

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3.Grievances and Resolutions Activities Summaries Summary (20)

Description of Grievances Presented by
operation site Description of Resolutions for Specific
Grievances by operation site

COMMUNITY DEVELOPMENT ACTIVITIES REPORT

Please provide a copy of the Community Development Plan (CDP). If already provided indicate the date it was provided.

Please describe all interactions GeoPark has with the community including, but not limited to, a community relations program, meetings and activities with interested stakeholders, a charitable foundation, staff dedicated to community issues. Please include the following points in your description:

a.Activity name

b.Activity description

c.Describe how long-term sustainability has been built into the project design

d.How is it aligned with the CDP

e.Activity schedule

f.Number of individuals benefited

g.Annual budget for such programs

h.The company’s personnel allocation to monitor community programs

i.Any reports the company produces pertaining to community development programs or projects

1.Planned Projects Summary

Future Planned Social
Projects Description Total Planned Budget Commencement Date (Month-Year)

(20)  Use additional sheets as needed to summarize Grievances and Resolutions.

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Progress on Annex 4 Timetable

Provide information on progress made in Annex 4 of the Subscription and Shareholders Agreement. If items on Annex 4 have already been completed and reported, indicate the date.

Feedback

Please use this section of the report to give us feedback.

oDo you understand the environmental requirements of IFC, or do you need additional assistance (e.g., training)?

oHow could we improve our support to you?  Please provide suggestions.

oIf you contacted IFC during this reporting period for assistance, did you receive a satisfactory response?  If no, please detail the reasons why and suggest ways to improve information exchange and interactions with IFC professionals.

oHow could we improve our support to you?  Please provide suggestions.

oIf you contacted IFC during this reporting period for assistance, did you receive a satisfactory response?  If no, please detail the reasons why and suggest ways to improve information exchange and interactions with IFC professionals.

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Page 1 of 3

GeoPark - Development Impact Datasheet

Base year (2005)		Year: xxxx
Argentina	Chile	Argentina	Chile

1Employees (Project Company and Contractors)

aDirect Employees (#)

% Local

% National

Wage rates compared to alternative (+/-%)

bContractors (#)

% Local

% National

Wage rates compared to alternative (%)

Nationals share in top management (%)

Total wage bill (US$)

Local project jobs as share of local community (%)

cTraining (US$)

Numbers receiving (#)

Special efforts to recruit and train local workers?

dOther Worker Benefits (US$)

Pension Fund Contributions (US$)

Insurance Benefits (US$)

Other (US$)

2Trading partners/market for goods and services (US$)

aTotal National Suppliers Construction (US$)

Total Purchases (US$)

· National Purchases (US$)

· Community Purchases (US$)

· Imports (US$)

Local supplier/SME development program?

Number of community suppliers (#)

Number of national suppliers (#)

bTotal National Suppliers Operation (US$)

Total Purchases (US$)

· National Purchases (US$)

· Community Purchases (US$)

· Imports (US$)

Local supplier/SME development program?

Number of community suppliers (#)

Number of national suppliers (#)

cDomestic Sales (US$)

Exports (US$)

dOther Impacts of operation?

Greater competition?

New industries?

Demonstration Impact?

3Direct Community Impacts (via cash or kind)

Education (US$M)

Culture Programs (US$M)

Health Programs (US$M)

Environment (US$M)

Other (US$M)

Total (US$M)

4Benefits to Governments

Total Tax/Royalty Revenues paid (US$) (See Schedule)

Direct to National Government (US$)

Direct to Regional/Provincial Government (US$)

Provisions for revenues to flow back to region/provincial government from national government (US$ or %)

5Other benefits - not specified elsewhere

(describe/quantify)

72

Page 2 of 3

GeoPark - Development Impact Datasheet

6Environment and Social Impacts and Issues (see note)

(If not covered in other reports to IFC such as AMR)

a(i) Environment General (yes/no/specify)?

Displacement of other activities?

Any significant adverse environmental impacts?

Any significant environmental benefits?

Incidents/problems?

Gas Flaring?

Greenhouse Gas Emissions (Tons)

Hazardous materials emergency response plan in place?

Community consulted about plan?

Accidents

Days away from work

Total # of accidents

Vehicle accidents

Oil Spills

# of spills between 1 - 100 bbls

Total # of barrels

# of cases > 100 bbls

Total # of barrels

a (ii) Social Impacts (specify)

(i) Any direct adverse health impacts from operations

(ii) Any indirect health impacts (e.g. HIV/AIDs)

(iii) Any nuisance impacts on community (noise, dust etc)

(iv) Other negative social impacts of development

e.g. increased tensions/alcoholism etc

bResettlement (#)

Measures of welfare of resettled (better off/worse off/comment)?

cInward Migration to site (#)

Conflict or acceptance by locals (yes/no/comment) ?

dEngagement with community (yes/no/comment)

Frequency of consultations (annual, quarterly, other)?

Community say in social spending?

Community development plan?

Independent community fund in place?

ePlanning for Project Closure (yes/no/comment)

Project closure plans in place ?

Plans for community beyond closure?

Plans public and consulted about?

Independent financing/guarantees in place - fully/part/no?

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GeoPark - Development Impact Datasheet Page 3 of 3

Payments to Argentine Government	Year:
(In cash/kind US$)
	Paid to:

Type of Payment	Community	Regional/Provincial Government	National Government	Others	Total
Landowner fees
Private royalties
Fiscal royalties
Income taxes
Others - specify
Social and other levies
Other forms of payments other than in return for goods or services - list
Total

Payments to Chilean Government	Year:
(In cash/kind US$)
	Paid to:

Type of Payment	Community	Regional/Provincial Government	National Government	Others	Total
Landowner fees
Fiscal royalties
Income taxes
Others - specify
Social and other levies
Other forms of payments other than in return for goods or services - list
Total

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EX-10.5

Exhibit 10.5

PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

HUPECOL CUERVA HOLDINGS LLC

AS SELLER

AND

GEOPARK LLANOS S.A.S.

AS PURCHASER

Dated March 26, 2012

TABLE OF CONTENTS

		Page
ARTICLE 1
PURCHASE AND SALE
Section 1.1	Certain Definitions	1
Section 1.2	Purchase and Sale	8
Section 1.3	Effective Time	8
Section 1.4	Assignment of Caracara Escrow to Seller	8
ARTICLE 2
PURCHASE PRICE
Section 2.1	Purchase Price	9
Section 2.2	Adjustments to Purchase Price	9
Section 2.3	Net Working Capital Adjustment	11
Section 2.4	Adjustments with Respect to Net Working Capital	12
Section 2.5	Allocation of Purchase Price for U.S. Income Tax Purposes	12
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Section 3.1	Existence and Qualification	13
Section 3.2	Power	13
Section 3.3	Authorization and Enforceability	14
Section 3.4	Purchased Interests	14
Section 3.5	No Conflicts	15
Section 3.6	Assets; Capitalization	15
Section 3.7	Claims and Litigation	16
Section 3.8	Tax Laws and Taxes	17
Section 3.8	Annual Budget	18
Section 3.10	Environmental Laws	18
Section 3.11	Compliance with Laws	18
Section 3.12	Contracts	18
Section 3.13	Absence of Certain Changes	20
Section 3.14	Liability for Brokers’ Fees	21
Section 3.15	Warranties as to no Payments, Gifts and Loans	21
Section 3.16	Insurance	22
Section 3.17	Financial Statements	22
Section 3.18	Employment Matters	22
Section 3.19	No Subsidiaries	23
Section 3.20	Certain Past Liabilities	23
Section 3.21	Bank Accounts	23
Section 3.22	Letters of Credit; Guaranties	23
Section 3.23	Disclaimer of Other Representations; Other Limitations	23

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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Section 4.1	Existence and Qualification	25
Section 4.2	Power	25
Section 4.3	Authorization and Enforceability	25
Section 4.4	No Conflicts	25
Section 4.5	Consents, Approvals or Waivers	25
Section 4.6	Litigation	25
Section 4.7	Financing	26
Section 4.8	Liability for Brokers’ Fees	26
Section 4.8	Warranties as to no Payments, Gifts and Loans	26
Section 4.10	Disclosure	26
ARTICLE 5
COVENANTS OF THE PARTIES
Section 5.1	[Intentionally Omitted]	26
Section 5.2	Public Announcements	26
Section 5.3	Employment Assignment Matters	27
Section 5.4	[Intentionally Omitted]	27
Section 5.5	[Intentionally Omitted]	27
Section 5.6	[Intentionally Omitted]	27
Section 5.7	Tax Matters	27
Section 5.8	Transfer Taxes	29
Section 5.8	[Intentionally Omitted]	29
Section 5.10	Replacement of Letters of Credit; Guaranties	29
Section 5.11	Further Assurances	29
Section 5.12	Hupecol Marks	30
Section 5.13	[Intentionally Omitted]	30
ARTICLE 6
CONDITIONS TO CLOSING
Section 6.1	Conditions of Seller to Closing	30
Section 6.2	Conditions of Purchaser to Closing	31
ARTICLE 7
CLOSING OF THE PURCHASED INTERESTS
Section 7.1	Time and Place of Closing of the Purchased Interests	32
Section 7.2	Obligations of Seller at Closing of the Purchased Interests	32
Section 7.3	Obligations of Purchaser at Closing	33
Section 7.4	Closing Payment and Post-Closing Purchase Price Adjustments	34
ARTICLE 8
CONDITIONS TO CLOSING
Section 8.1	ANH Approval	35
ARTICLE 9
[RESERVED]

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ARTICLE 10
INDEMNIFICATION; LIMITATIONS
Section 10.1	Indemnification	35
Section 10.2	Indemnification Actions	37
Section 10.3	Limitation on Actions	39
Section 10.4	Claims Against Escrow Account; Exclusive Remedy	40
ARTICLE 11
MISCELLANEOUS
Section 11.1	Counterparts	42
Section 11.2	Notices	42
Section 11.3	Expenses	43
Section 11.4	Governing Law	43
Section 11.5	Arbitration	43
Section 11.6	Captions	44
Section 11.7	Waivers	44
Section 11.8	Assignment	44
Section 11.9	Entire Agreement	44
Section 11.10	Amendment	44
Section 11.11	No Third Person Beneficiaries	44
Section 11.12	References	44

iii

EXHIBITS:
Exhibit A	E&P Contract
Exhibit B	Employment Assignment Agreement
Exhibit C	Equipment
Exhibit D	Buildings and Office Leases
Exhibit E	Transition Services Agreement
Exhibit F	AFE for Llanos 62 Seismic Operations
Exhibit G	Operations Request for ANH Approval

SCHEDULES:
Schedule 1.1(g)	Assigned Employees
Schedule 2.2(f)(i)	Purchase Price Adjustment — Imbalances owed by Company
Schedule 2.2(f)(ii)	Purchase Price Adjustments — Imbalances owed by Third Persons
Schedule 2.5	Allocation of Purchase Price
Schedule 3.4(a)	Dividends and Distributions
Schedule 3.5(a)	Conflicts — Company
Schedule 3.5(b)	Conflicts — Seller
Schedule 3.6(c)	Preferential Rights
Schedule 3.6(e)(i)	Contract Area
Schedule 3.6(e)(ii)	Relinquishments under E&P Contract
Schedule 3.6(f)	Leased Real Property
Schedule 3.7	Actions
Schedule 3.8	Tax Returns
Schedule 3.9	Annual Budget
Schedule 3.10	Non-compliance with Environmental Laws
Schedule 3.10(a)	Business Permits
Schedule 3.10(b)	Environmental Permits
Schedule 3.11	Non-compliance with Laws
Schedule 3.12(a)	Material Contracts
Schedule 3.12(d)	Material Contracts — Exceptions
Schedule 3.16	Insurance
Schedule 3.17	Financial Statements
Schedule 3.21	Bank Accounts
Schedule 3.22	Outstanding Letter of Credit; Guaranties
Schedule 3.23(d)	Knowledge Group
Schedule 4.5	Consents, Approvals and Waivers
Schedule 6.1(d)	Consents and Approvals

iv

Index of Defined Terms

Defined Term	Section
ANH	Recitals
Acquisition Proposal	1.1(a)
Actions	3.7
Adjusted Purchase Price	2.2(f)
Affiliate	1.1(b)
Agreement	Preamble
Allocated Value	2.5
Annual Budget	3.9
Applicable Rate	1.1(c)
Asset Taxes	1.1(d)
Assets	1.1(e)
Assigned Employee	1.1(f)
Branch	1.1(g)
Branch Financial Statements	3.17
Business	1.1(h)
Business Day	1.1(i)
Caracara Assets	1.1(j)
Caracara Escrow	1.1(k)
Claim	10.2(b)
Claim Settlement Agreement	10.2(f)
Claim Notice	10.2(b)
Closing	7.1
Closing Date	7.1
Closing Date Balance Sheet	2.3(a)
Closing Payment	7.4(a)
Closing Statement	2.3(a)
Closing Working Capital Balance	2.3(a)
Code	1.1(1)
Colombian GAAP	3.17
Colombian Income Taxes	1.1(m)
Company	Recitals
Contract Area	1.1(e)(i)(B)
Contracts	1.1(e)(i)(D)
Cuerva-Delaware	Recitals
Damages	10.1(d)
Deductible	10.3(e)
Deferred Purchase Contract	1.1(n)
Direct Claim	10.2(f)
Dispute	11.5
E&P Contract	Recitals
Earned	2.2(h)(iii)
EcoPetrol	1.1(o)

i

Effective Time	1.1 (p)
Employment Assignment Agreement	1.1(q)
Encumbrance	1.1(r)
Environmental Laws	3.10
Equipment	1.1(e)(i)(F)
Escrow Account	1.1(s)
Escrow Agent	1.1(t)
Escrow Agreement	1.1(u)
Escrow Amount	1.1(v)
Excluded Assets	1.1(w)
Execution Date	Preamble
Exploration Work	3.9
Final Holdback Deadline	10.4(d)
Governmental Authority	1.1(x)
Hazardous Materials	1.1(y)
HOPC	1.1(z)
Hupecol Guarantee	1.1(aa)
Hupecol Marks	5.12
Hydrocarbons	1.1(bb)
Include and including	11.12(f)
Income Taxes	1.1(cc)
Incurred	2.2(h)(iii)
Indemnified Person	10.2(a)
Indemnifying Person	10.2(a)
Initial Holdback Deadline	10.4(c)
Intellectual Property	1.1(dd)
Interim Period Taxes	1.1(ee)
Laws	1.l(ff)
Liabilities	1.1(gg)
Llanos 62 Costs	1.1(hh)
Llanos 62 E&P Contract	Recitals
Llanos 62 Transfer Agreement	1.1(ii)
Management Agreement	1.1(jj)
Management Agreement Termination	1.1(kk)
Material Adverse Effect	1.1(11)
Material Contracts	3.12(a)
Net Working Capital	1.1(mm)
Notice of Claim Dispute	10.2(f)
Other Taxes	1.1(nn)
Party; Parties	Preamble
Permits	1.1(e)(i)(E)
Person	1.1(oo)
Post-Closing Claim Amounts	10.4(a)
Pre-Closing Period	1.1(pp)
Pre-Closing Straddle Period	1.1(qq)
Property Costs	2.2(h)(iv)
Purchase Price	2.1

ii

Purchased Interests	1.1(rr)
Purchaser	Preamble
Reference Working Capital Balance	1.1(ss)
Releases	1.1(tt)
Relevant Date	1.1(uu)
Reorganization Agreement	1.1(vv)
Request for ANH Approval	1.1(ww)
Restructuring	1.1(xx)
Selected Seller Representations and Warranties	1.1(yy)
Seller Taxes	1.1(zz)
Seller	Preamble
Small Claims Deductible	10.3(d)
Straddle Period	1.1(aaa)
Subject Taxes	3.8(b)
Tax	l.l(bbb)
Tax Matter	1.1(ccc)
Tax Return	1.l(ddd)
Tax Sharing Agreements	1.1(eee)
Taxing Authority	1.1(fff)
Trade Secrets	1.1(ggg)
Transfer Taxes	5.8
Transition Services Agreement	6.2(h)
Treasury Regulations	1.1(hhh)

iii

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) dated March 26, 2012 (the “Execution Date”), is by and between Hupecol Cuerva Holdings LLC, a limited liability company organized under the Laws of the state of Delaware, United States of America (the “Seller”), and GeoPark Llanos S.A.S., a Colombian corporation (sociedad por acciones simplificada) (the “Purchaser”). Seller and Purchaser are sometimes referred to collectively as the “Parties” and individually as a “Party.”

RECITALS:

WHEREAS, Seller owns 100% of the outstanding legal and beneficial ownership interest in Hupecol Cuerva LLC, a limited liability company organized under the Laws of the state of Delaware, United States of America (“Cuerva-Delaware” or the “Company”); and

WHEREAS, the Company is (i) a party to the contract for exploration and production in Colombia with Agencia Nacional de Hidrocarburos (“ANH”), as amended from time to time (the “E&P Contract”), as further described on Exhibit A attached hereto, and (ii) pending ANH approval, is the assignee of the Llanos 62 E&P Contract (the “Llanos 62 E&P Contract”); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, the Purchased Interests (as defined herein) on the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

PURCHASE AND SALE

Section 1.1Certain Definitions. As used herein:

(a)“Acquisition Proposal” means, other than the transactions contemplated by this Agreement, any inquiry relating to acquiring, or any proposal or offer from a third Person to acquire, directly or indirectly, legal or beneficial ownership of any of the Purchased Interests or the Assets or any merger, asset sale or similar transaction that would frustrate the purposes of this Agreement.

(b)“Affiliate” means, with respect to any Person, a Person that, directly or indirectly, controls, is controlled by, or is under common control with such Person. For the purposes of this preceding sentence, “control” means the power (whether by the ownership, directly or indirectly, of shares, by contract, or otherwise) to control the affairs of an entity generally; in this regard, the right to exercise or determine the voting of fifty percent (50%) or more of the voting rights in a corporation shall be deemed to be “control” of such corporation, and, in the case of other entities, the right to exerciseor determine the voting of fifty percent (50%) or more of the equity interests with the power to director cause the

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direction of the management or policies of such entity shall be deemed to be “control” of such entity. In the case of the Company, the term “Affiliate” shall also be deemed to include Hupecol Operating, LLC, Dan A. Hughes Company L.P., and Hupecol Management, LLC.

(c)(e)  “Applicable Rate” means , the lesser of (i) simple interest, at the rate per annum equal to the one month term, London Interbank Offered Rate for US dollar deposits, compiled by the British Bankers’ Association and shown on the Reuter’s Page LIBOR 01, at or about 11:00 a.m. London time on the Second Business Day prior to the beginning of the period for which interest is calculated, and thereafter on the first Business Day of each succeeding calendar month, plus one percent (1%) or (ii) the maximum rate permitted by applicable Law.

(d)“Asset Taxes” means (i) ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or additions to Tax imposed by Taxing Authorities in connection with such Taxes) based upon operation or ownership of the Assets and (ii) Colombian Income Taxes, but (iii) excluding, for the avoidance of doubt, all other Income Taxes.

(e)“Assets” means:

(i)the Company’s right, title and interest in and to the following:

(A)the E&P Contract and all rights and interests granted to the contractor thereunder;

(B)all areas and/or units that include all or a part of the areas subject to the E&P Contract (the “Contract Area”);

(C)the Llanos 62 Transfer Agreement (and all rights, title and interest thereunder in and to the Llanos 62 E&P Contract and the Llanos 62 Block);

(D)all presently existing contracts, agreements, and instruments (A) used or held for use in connection with the Business or the E&P Contract, or (B) to which the Company’s interest in the E&P Contract is subject or by which the Company’s interest in the E&P Contract is burdened, including operating agreements, unitization, pooling, and communitization agreements, joint venture agreements, farmin and farmout agreements, exchange agreements, assignments, transportation agreements, processing agreements, lifting agreements, agreements for the sale and purchase of Hydrocarbons, construction contracts, installation contracts, pipeline operating agreements, and leases ofmachinery, equipment, or other personal property, and any such contracts entered into from the Execution Date to the Closing, all of which are hereinafter collectively referred to as “Contracts”;

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(E)all easements, approvals, permits, licenses, certificates, orders, authorizations, waivers, variances, exemptions, servitudes, rights-of-way, surface leases and other rights appurtenant to, required under any Law, or used or held for use in connection with, the Business or the E&P Contract, the other Assets, or any operations related thereto or production therefrom (“Permits”);

(F)all wells, pipelines, processing plants, treaters, dehydrators, tanks, pumps, compressors, equipment, machinery, fixtures, vehicles, material stocks and other tangible personal property and improvements located on the Contract Area or used or held for use in connection with the Business or the E&P Contract, the other Assets, or any operations related thereto or production therefrom (the “Equipment”), all of which are described on Exhibit C; and

(G)all land, buildings, warehouses, yards and office leases, if any, used or held for use in connection with the Business and the E&P Contract or any operations relating thereto or production therefrom, as described on Exhibit D, together with the furniture, fixtures, material and equipment contained therein.

(f)“Assigned Employee” means each of the individuals listed on Schedule 1.1(g) to this Agreement.

(g)“Branch” means the branch of the Company established in Colombia pursuant to Hupecol Caracara LLC: Public Deed No. 1178 of June 12, 1997 issued by the 15th notary’s office of Bogotá.

(h)“Business” means the business and operations of the Company and the Branch, including but not limited to, ownership of the Assets and the sole control and exercise of all rights and remedies with respect to the Assets, except with respect to Llanos 62 which is pending approval by the ANH.

(i)“Business Day” means any day other than a Saturday, a Sunday, or a legal holiday in the State of Texas, United States of America or Colombia.

(j)“Caracara Assets” means the rights, title and interest in, to and under the Caracara concession and the Caracara contract area under that certain contract with Ecopetrol dated April 9, 2001, together with all oil, gas or mineral rights accruing thereunder and any associated rights under related licenses, approvals, permits or regulations of Governmental Authorities.

(k)“Caracara Escrow” means that certain escrow account held and maintained with BBVA Compass Bank under the terms of the related escrow agreement executed in connection with the Company’s sale and transfer of the Caracara Assets, in the original aggregate principal amount of $17.6 million.

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(l)“Code” means the United States Internal Revenue Code of 1986, as amended

(m)“Colombian Income Taxes” means all taxes levied on profits generated by companies in Colombia.

(n)“Deferred Purchase Contract” means that certain purchase contract dated January 1, 2009 by and between Hupecol Operating and Schlumberger Surenco S.A. related to the electrosubmergible pumps.

(o)“EcoPetrol” means Ecopetrol S.A.

(p)“Effective Time” is defined in Section 2.2(a) of this Agreement.

(q)“Employment Assignment Agreement” means each employment assignment agreement, substantially in the form of Exhibit B, between the Company, HOPC, and each Assigned Employee.

(r)“Encumbrance” means any lien, mortgage, security interest, charge, pledge, restrictions or other adverse claims with respect to title to any property or asset.

(s)“Escrow Account” has the meaning set forth in the Escrow Agreement.

(t)“Escrow Agent” means Deutsche Bank Trust Company Americas, a New York banking corporation, or another escrow agent mutually acceptable to the Parties.

(u)“Escrow Agreement” means an escrow agreement relating to the management and distribution of the Escrow Account on terms to be mutually agreed by the Parties and the Escrow Agent.

(v)“Escrow Amount” means the sum of TEN MILLION United States dollars (US$ 10,000,000).

(w)“Excluded Assets” means the Caracara Assets, the Caracara Escrow, and any inventory held by HOPC for use by the Company which has not been paid by, or otherwise purchased with funds of, the Company.

(x)“Governmental Authority” means any nation and any political subdivision thereof, and any government, department, court, commission, board, bureau, ministry, agency, or other instrumentality of such a nation or political subdivision exercising or entitled to exercise administrative, executive, judicial, legislative, police, regulatory or Taxing Authority.

(y)“Hazardous Materials” means hazardous substances, pollutants, contaminants, wastes, or materials (including petroleum (including crude oil or any fraction thereof), petroleum wastes, radioactive material, hazardous wastes, toxic substances, or asbestos or any materials containing asbestos) designated, regulated, or

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defined under or with respect to which any requirement or liability may be imposed pursuant to any Environmental Law.

(z)“HOPC” means Hupecol Operating Co., LLC, a Delaware limited liability company.

(aa)“Hupecol Guarantee” means the guarantee executed by HOPC in favor of the Purchaser with respect to the indemnity obligations of the Seller under Section 10.l(b)(iv) and (v).

(bb)“Hydrocarbons” has the meaning given such term in the E&P Contract.

(cc)“Income Taxes” means Taxes based upon or measured by revenue, income, profits or capital gains including but not limited to income Taxes imposed under Subtitle A of the Code but excluding Colombian Income Taxes.

(dd)“Intellectual Property” means all (a) patents, patent applications, patent disclosures and inventions and discoveries which may be patentable and improvements thereto, (b) registered and unregistered trademarks, service marks, logos, trade names and corporate names and registrations and applications for registration thereof, including all marks registered in the relevant Governmental Authority, (e) copyrights in both published and unpublished works and registrations and applications for registration thereof, (d) computer software, data and documentation, (e) trade secrets and confidential business information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information) (collectively, “Trade Secrets”) and (f) copies and tangible embodiments thereof (in whatever form or medium) in which the Company has any rights.

(ee)“Interim Period Taxes” has the meaning set forth in Section 2.2(g)(v).

(ff)“Laws” means all law’s, statutes, rules, regulations, ordinances, orders, decrees, requirements, judgments, and codes of Governmental Authorities.

(gg)“Liabilities” means any direct or indirect liability, indebtedness, obligations, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any nature or type, known or unknown, and whether accrued, unaccrued, fixed, absolute, contingent, matured, unmatured, due or to become due, vested or unvested, disputed or undisputed, liquidated or unliquidated, joint or several, or otherwise, including “off-balance sheet” liabilities.

(hh)“Llanos 62 Costs” means all operating expenses (including, without limitation, direct and indirect costs of insurance, user fees and quality adjustments) and capital expenditures incurred in the ordinary course of business, and overhead costs charged under any applicable operating agreement in accordance with past practices

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attributable to operations conducted at Llanos 62 in connection with that certain Exploration and Production Agreement by and between HOPC and ANH dated March 17, 2011, including without limitation, expenses associated with seismic operations as contemplated by the AFE attached as Exhibit F.

(ii)“Llanos 62 Transfer Agreement” means that certain agreement entitled “Assignment and Assumption Agreement” pursuant to which Hupecol Operating LLC transferred, assigned, and conveyed to the Company all of its rights title and interest in, to and under the Llanos 62 E&P Contract.

(jj)“Management Agreement” means collectively (i) that certain Management Agreement made as of December 31, 2007 by and between HOPC and the Company, and (ii) that certain Contrato de Servicios de Outsourcing made as of November 1, 2007 by and between HOPC and the Company.

(kk)“Management Agreement Termination” means the agreement whereby the Management Agreement is terminated.

(ll)“Material Adverse Effect” means a material adverse effect on (i) the ownership, operation or financial condition of the Company, the Business or the Assets, taken as a whole, or (ii) the ability of the Seller to consummate the transactions contemplated under this Agreement; provided, however, that a Material Adverse Effect shall not include any material adverse effect resulting from any of the following, so long as they do not have a disproportionate effect on the Company compared to other companies engaged in the hydrocarbon sector in Colombia: general changes in oil and gas prices; general changes in industry, economic or political conditions, or markets; changes in condition or developments generally applicable to the oil and gas industry in any area or areas where the Assets are located; civil unrest or similar disorder; changes in Laws; and effects or changes that are cured or no longer exist by the Closing Date.

(mm)“Net Working Capital” means the difference between (i) the sum of cash and cash equivalents and accounts and notes receivable of the Company except those receivables in respect of the sale of Hydrocarbon after the Effective Time and (ii)the sum of indebtedness for borrowed money, accounts payable, production payables and accrued expenses of the Company except those payables and expenses in respect of Property Costs incurred after the Effective Time.

(nn)“Other Taxes” means Taxes other than (i) Asset Taxes, (ii) Transfer Taxes and (iii) Taxes other than Income Taxes.

(oo)“Person” means any individual, corporation, company, partnership, limited liability company, trust, estate, Governmental Authority, or any other entity.

(pp)“Pre-Closing Period” means any period ending on or before the Closing Date.

(qq)“Pre-Closing Straddle Period” means the portion of any Straddle Period ending as of the Relevant Date.

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(rr)“Purchased Interests” means 100% of the legal and beneficial ownership interests in the Company.

(ss)“Reference Working Capital Balance” means US$0.00.

(tt)“Releases” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of any Hazardous Materials.

(uu)“Relevant Date” means (i) with respect to Income Taxes and Transfer Taxes, the Closing Date and (ii) with respect to the Asset Taxes, the date on which the Effective Time occurs.

(vv)“Reorganization Agreement” means that certain Reorganization Agreement dated October 23, 2006, between Hupecol LLC, the predecessor of the Company, and the other Companies (as defined therein) and Persons listed therein and party thereto.

(ww)“Request for ANH Approval” means the joint application by HOPC and the Company to ANH for the approval of the transfer, pursuant to the Llanos 62 Transfer Agreement, of the Llanos 62 E&P Contract from HOPC to the Company as required by the terms of the Llanos 62 E&P Contract and Colombian Laws, substantially in the form set forth in Exhibit G.

(xx)“Restructuring” means the actions taken and to be taken as described in Section 1.4 of this Agreement in anticipation of and in connection with the transactions contemplated by this Agreement, each of which shall be in form and substance satisfactory to the Purchaser and its counsel.

(yy)“Selected Seller Representations and Warranties” means the representations and warranties contained in Section 3.1 (Existence and Qualification), Section 3.2(b) (Power), Section 3.3 (Authorization and Enforceability), Section 3.4 (Purchased Interests) and Section 3.5 (No Conflicts).

(zz)“Seller Taxes” means any and all (a) Income Taxes imposed on the Seller and its members as well as the Company or/and its former members, or for which it may otherwise be liable, with respect to (i) any Pre-Closing Period or (ii) any Pre-Closing Straddle Period (determined in accordance with Section 5.7(b)); (b) Other Taxes imposed on the Company or for which it may otherwise be liable with respect to (i) any period ending on or prior to the Effective Time or (ii) any Pre-closing Straddle Period (determined in accordance with Section 5.7(b)); (e) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation § 1.1502-6(a) or any analogous or similar state, local or foreign law; or (d) Taxes of any other Person for which the Company is or has been liable as a transferee or successor, by contract or otherwise.

(aaa)“Straddle Period” means any Tax period that begins on or before the Closing Date and ends after the Relevant Date for the applicable Tax.

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(bbb)“Tax” means (a) any net income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid by the Company, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority, (b) any liability of the Company for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability of the Company for payment of such amounts was determined or taken into account with reference to the liability of any other Person, and (e) any liability of the Company for the payment of any amounts as a result of being a party to any Tax-Sharing Agreement or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person.

(ccc)“Tax Matter” has the meaning set forth in Section 5.7(d).

(ddd)“Tax Return” means any Tax return, declaration, report, claim for refund, or information return or statement, including any schedule or attachment thereto, and including any amendment thereof required to be filed with any Taxing Authority.

(eee)“Tax-Sharing Agreements” means all existing Tax-sharing, allocation or indemnity agreements or arrangements (whether or not written) that are binding on the Company.

(fff)“Taxing Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or other imposition of any Tax.

(ggg)“Transfer Taxes” has the meaning set forth in Section 5.8.

(hhh)“Treasury Regulations” means the Treasury Regulations promulgated under the Code.

Section 1.2Purchase and Sale. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in Articles VI and VII of this Agreement, at the Closing, Seller agrees to sell, assign and deliver to Purchaser the Purchased Interests free and clear of any Encumbrances, and Purchaser agrees to purchase, accept, and pay for the Purchased Interests, free and clear of any Encumbrances.

Section 1.3Effective Time. The transaction contemplated hereby shall be effective as of the Effective Time, and the Purchase Price shall be adjusted accordingly as set forth in Section 2.2.

Section 1.4Assignment of Caracara Escrow to Seller. In connection with this Agreement, the following actions have been and will be taken by or on behalf of the Seller as follows: after the execution and delivery of this Agreement and prior to the Closing, Company will assign to Seller the Caracara Escrow.

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ARTICLE 2

PURCHASE PRICE

Section 2.1Purchase Price. As consideration for the Purchased Interests, on the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the conditions set forth in Articles VI and VII of this Agreements, Purchaser agrees to pay for the Purchased Interests the sum of US$ SEVENTY FIVE MILLION DOLLARS (75,000,000) (the “Purchase Price”), as adjusted as provided in Section 2.2.

Section 2.2Adjustments to Purchase Price. The Purchase Price shall be adjusted as follows:

(a)Decreased by the aggregate amount of the following proceeds received by the Company on and after 12:01 a.m. local time in the Contract Area on December 31, 2011 (the “Effective Time”):

(i)proceeds received from the sale of Hydrocarbons produced from or attributable to the E&P Contract on and after the Effective Time (net of any royalties payable under the E&P Contract, but specifically excluding deduction of overriding royalties, net profits interests or similar interests); and

(ii)any other proceeds received by the Company and earned with respect to the Business or the Assets;

(b)Increased by Interim Period Taxes;

(c)Decreased by all Seller Taxes paid by the Company after the Effective Time and on or prior to the Closing Date;

(d)Increased by all Property Costs incurred on and after the Effective Time which are incurred and paid by the Company or HOPC as Property Costs of the Company, whether paid directly by the Company to third parties, or paid to HOPC as reimbursements for Property Costs paid by HOPC on behalf of the Company pursuant to the Management Agreement, on behalf of the Company (including actual costs of inventory owned by HOPC and sold to Company attributable to periods on and after the Effective Time); excluding, however, any amounts deducted pursuant to Section 2.2(a)(i) above on and after the Effective Time;

(e)Increased by all payments actually made by Company after the Effective Date either directly to the contractor or as reimbursement to HOPC with respect to the Deferred Purchase Contract; and

(f)Adjusted for production, royalty, plant and transportation imbalances as of the Effective Time as follows:

(i)Decreased by the sum of the value of each production, royalty, plant and transportation oil imbalance owed by the Company to third Persons with

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respect to production, with the value of an imbalance equal to the sum of the product of (1) the quantity of the imbalance as of the Closing Date and (2) the price determined using the formula set forth on Schedule 2.2(f)(i) as if the sixth Business Day prior to the Closing Date were the bill of lading date for a lifting of crude oil; and

(ii)Increased by the sum of the value of each production, royalty, plant and transportation oil imbalance owed by third Persons to the Company, with value of an imbalance equal to the sum of the product of (1) the quantity of the imbalance as of the Closing Date and (2) the price determined using the formula set forth on Schedule 2.2(f)(ii) as if the sixth Business Day prior to the Closing Date were the bill of lading date for a lifting of crude oil.

The Purchase Price, adjusted as set forth in this Section 2.2, shall be the “Adjusted Purchase Price.”

(g)Increased by all payment for insurance premiums actually made by Company (or on behalf of Company and reimbursed by Company) with respect to insurance for the Company prior to or after the Effective Time for which coverage is effective on and after the Effective Time.

(h)The following shall apply to the determination of the Adjusted Purchase

(i)For purposes of allocating production hereunder: (A) liquid Hydrocarbons shall be deemed to be “from or attributable to” when they passthrough the pipeline flange connecting into the storage facilities located on the Contract Area or, if there are no such storage facilities, when they pass through the LACT meters or similar meters at the point of entry into the pipelines through which they are transported from the Contract Area, and (B) gaseous Hydrocarbons shall be deemed to be “from or attributable to” when they pass through the delivery point sales meters or similar meters at the point of entry into the pipelines through which they are transported from the Contract Area. The Parties shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings or gauging or strapping data are not available. The Company shall provide to Purchaser, no later than ten (10) Business Days prior to Closing, reasonable evidence of all meter readings, or gauging or strapping data, conducted on or about the Effective Time, for purposes of determining the production to which each Party is entitled.

(ii)Hydrocarbons received from and after the Effective Time under Clause 9.2 of the E&P Contract for recovery of costs previously incurred shall be treated as production to which Purchaser is entitled, rather than refunds of Property Costs for purposes of allocation.

(iii)“Earned” and “incurred,” as used in this Agreement, shall be interpreted in accordance with Colombian GAAP, and expenditures which are cash-called or advanced pursuant to an operating agreement shall be deemed incurred when incurred by the operator thereunder. The determination as to

10

whether costs were incurred prior to, or from and after, the Effective Time shall be based upon when the services were rendered or the goods were delivered, as applicable.

(iv)“Property Costs” means all operating expenses (including, without limitation, direct and indirect costs of insurance, user fees and quality adjustments) and capital expenditures incurred in the ordinary course of business, and overhead costs charged under any applicable operating agreement in accordance with past practices.

(v)“Interim Period Taxes” means the Asset Taxes incurred by the Company (including the Branch) for the period from the Effective Time through the Closing (determined in accordance with Section 5.7) and paid by the Seller or by the Company prior to the Closing Date.

(vi)Surface use fees, insurance premiums, and other Property Costs that are paid periodically shall be prorated based on the number of days in the applicable period falling before or at and after the Effective Time.

(vii)No item taken into account in calculating any one adjustment under this Section 2.2 shall be taken into account in calculating any other adjustment so as to result in either the Seller or the Purchaser making or receiving a payment twice in respect thereof.

(viii)Any adjustment item shall be converted in to U.S. dollars at the prevailing exchange rate applicable by reference to middle-market rates quoted by Deutsche Bank AG in New York at 12:00 p.m. on the relevant Business Day. For the avoidance of doubt, any adjustment arising out of an expenditure by Company in pesos (Colombian) shall be converted to U.S. Dollars on the Business Day the payment was made.

Section 2.3Net Working Capital Adjustment.

(a)Within 60 days after the Closing Date, Purchaser will prepare and deliver or cause to be prepared and delivered to the Seller a balance sheet of the Company as of the Closing (the “Closing Date Balance Sheet”) and a proposed statement of the Net Working Capital prepared therefrom (the “Closing Statement”). The Closing Date Balance Sheet and the Closing Statement (i) will reflect, respectively, the financial position of the Company and the components and calculation of the Net Working Capital, in each case as of the Closing and (ii) will be prepared and determined as of the Closing in accordance with Colombian GAAP and in a manner consistent with the principles, practices, policies and methodologies used in the preparation of the Branch Financial Statements. The Net Working Capital as of the Closing determined in accordance with this Section 2.3 is referred to herein as the “Closing Working Capital Balance.”

(b)If, within 30 days after the date of Purchaser’s delivery of the Closing Date Balance Sheet and the Closing Statement, Seller determines in good faith that the Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in

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accordance with this Agreement, Seller may give written notice to Purchaser within such 30-day period (i) setting forth Seller’s proposed changes to the Closing Date Balance Sheet as prepared by Purchaser and the determination by Seller of the Closing Working Capital Balance and (ii) specifying in reasonable detail Seller’s basis for disagreement with Purchaser’s preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by Seller to so express disagreement and provide such notice within such 30-day period will constitute acceptance of Purchaser’s preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance. If Purchaser and Seller are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 15 days after the giving of notice by Seller to Purchaser of such disagreement, the dispute may be referred to the accounting firm for resolution in accordance with the provisions of Section 7.4(b)(ii).

(c)During the period that Seller’s advisors and personnel are conducting their review of Purchaser’s preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance until the final determination of the Closing Working Capital Balance, Seller and its representatives will have reasonable access during normal business hours to the work papers prepared by or on behalf of Purchaser and its representatives in connection with Purchaser’s preparation of the Closing Statement and determination of the Closing Working Capital Balance; provided,however, that Seller will conduct such review in a manner that does not unreasonably interfere with the conduct of the businesses of Purchaser.

Section 2.4Adjustments with Respect to Net Working Capital.

(a)Upon the final determination of the Closing Working Capital Balance, the Parties shall make the following adjustments:

(i)If the Closing Working Capital Balance exceeds the Reference Working Capital Balance, then the Purchase Price will be increased by, and Purchaser will pay to Seller, the amount of such excess.

(ii)If the Closing Working Capital Balance is less than the Reference Closing Working Capital Balance, then the Purchase Price will be decreased by, and Seller will pay to Purchaser, the amount of such deficit.

(b)Any payment in respect of an adjustment required to be made under Section 2.4 will be made by Purchaser or Seller, as applicable, in cash by wire transfer of immediately available funds to one account specified by Purchaser or Seller, as applicable, in writing, within five Business Days following the final determination with respect to the Closing Working Capital Balance.

Section 2.5Allocation of Purchase Price for U.S. Income Tax Purposes. The acquisition of the Purchased Interests is taxed as an asset purchase for United States income Tax purposes, but not for Colombian tax purposes. Accordingly, solely for United States Income Tax purposes Schedule 2.5 sets forth the agreed allocation of the unadjusted Purchase Price among the

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Assets, which has been made in compliance with the principles of Code Section 1060. The “Allocated Value” for any Asset shall equal the portion of the unadjusted Purchase Price allocated to such Asset on Schedule 2.5, increased or decreased as described in this Section. The parties shall use reasonable best efforts to agree to adjustments in the Allocated Value of the Assets to reflect any adjustments to the Purchase Price. All adjustments to the Purchase Price under Section 2.2 and Section 2.3 shall be treated as an adjustment to the Purchase Price for United States Income Tax purposes. The Parties have accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby, however, neither the Company nor Seller makes any representation or warranty as to the accuracy of such values. The Parties agree (i) that the Allocated Values shall be used by the Parties as the basis for reporting asset values and other items for purposes of all applicable United States Income Tax Returns, (ii) the Parties shall cooperate in the preparation of, and shall timely execute and provide the other, with any documents, forms and other information as reasonably requested by the other Party in connection with required United States Income Tax reporting, and (iii) that neither they nor their Affiliates will take positions inconsistent with the Allocated Values in notices to United States Taxing Authorities, in auditor other proceedings with respect to United States Income Taxes, in notices to preferential purchaser right holders, or in other documents or notices relating to the transactions contemplated by this Agreement unless required to do so by applicable Law as confirmed by written opinion of counsel (and then only with concurrent written notice of same to the other Party).

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represent and warrants to Purchaser as follows:

Section 3.1Existence and Qualification.

(a)The Company is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business as a foreign company in Colombia. The Branch has been duly established and registered, is validly existing and in good standing under the laws of Colombia. Each of the Company and the Branch has all requisite limited liability company or other necessary entity power and authority to carry on its business as presently conducted by it. Without derogating from the foregoing, the Branch has, or has otherwise contracted for, full operational, technical, legal and financial capacity as required by ANH to hold the E&P Contract and, pending ANH approval, the Llanos 62 E&P Contract.

(b)Seller is duly formed, validly existing and in good standing under the laws of Delaware.

Section 3.2Power.

(c)The Company has the full limited liability company or equivalent power and authority under its organizational documents to enter into and perform all documents

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required to be executed and delivered by the Company at the Closing and to consummate the transactions contemplated by this Agreement and such documents.

(d)Seller has full corporate or equivalent power and authority to enter into and perform this Agreement (and all documents required to be executed and delivered by Seller at the Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

Section 3.3Authorization and Enforceability.

(a)The execution, delivery, and performance of all documents required to be executed and delivered by the Company at the Closing, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary limited liability company action on the part of the Company and all necessary action on the part of its members. All documents required to be executed and delivered by the Company at the Closing shall be duly executed and delivered by it, and at the Closing such documents shall constitute, the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as general principles of equity (regardless of whether such enforceability is considered at law or in equity).

(b)The execution, delivery, and performance of this Agreement by Seller (and all documents required to be executed and delivered by Seller at the Closing), and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary actions on the part of Seller. This Agreement has been duly executed and delivered by Seller (and all documents required to be executed and delivered by Seller at the Closing shall be duly executed and delivered by Seller), and this Agreement constitutes, and at the Closing this Agreement and such documents shall constitute, the valid and binding obligations of Seller, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy or other similar laws affecting the rights and remedies of creditors generally as well as general principles of equity (regardless of whether such enforceability is considered at law or in equity).

Section 3.4Purchased Interests.

(a)The Purchased Interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable. Except for any distributions made as described on Schedule 3.4(a), there are no dividends declared and unpaid or in arrears with respect to any of the membership interests in the Company. There is no existing option, warrant, right, call, commitment or other agreement to which the Seller or the Company is a party regarding the Purchased Interests or any other equity or economic interest in the Company, and there are no options, warrants, rights or other securities or interests outstanding nor are there any agreements or commitments for the issuance of any of the foregoing which upon exercise, exchange or conversion, would attach to or require the sale

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or transfer of any of the Purchased Interests or any other equity or economic interest in the Company.

(b)Seller is and will be at Closing the sole and exclusive legal and beneficial owner of the Purchased Interests, which constitute all of the limited liability membership interests in the Company, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Purchaser will acquire good, valid and indefeasible title to the Purchased Interests, free and clear of all Encumbrances. There are no (i) voting trusts, agreements, proxies or other understandings in effect with respect to the voting or transfer of any of such membership interests or (ii) judgments, orders, injunctions, decrees, stipulations or awards (whether rendered by court, administrative agency, arbitral body or Governmental Authority) against Seller with respect to the Purchased Interests.

Section 3.5No Conflicts.

(a)Except as set out in Schedule 3.5(a), the consummation of the transactions contemplated by this Agreement and the compliance by the Company with the terms hereof will not (i) breach, default or violate any provision of the charter documents, limited liability company agreement or other governing documents of the Company, (ii) result in a default, breach or violation, or the creation of any lien or encumbrance or give rise to any right of termination, cancellation, or acceleration under any note, bond,mortgage, indenture, material license, or material agreement to which the Company is a party, (iii) violate any judgment, order, ruling, or decree applicable to the Company, (iv) violate any Laws or Permits applicable to the Company, or (v) require the consent of any Governmental Authority or any other Person.

(b)Except as set forth in Schedule 3.5(b), the execution, delivery, and performance of this Agreement by Seller, the consummation of the transactions contemplated by this Agreement and the compliance by Seller with the terms hereof will not (i) breach, default or violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other governing document of Seller,(ii) result in a breach, default or violation, or the creation of any lien or encumbrance orgive rise to any right of termination, cancellation or acceleration under any note, bond, mortgage, indenture, license or agreement to which Seller is a party, (iii) violate any judgment order, ruling, or decree applicable to Seller, (iv) violate any Laws or Permits applicable to Seller, or (v) except with respect to ANH approval of the Llanos 62 Transfer Agreement, require the consent of any Governmental Authority or any other Person.

Section 3.6Assets; Capitalization.

(a)The E&P Contract is in full force and effect, and neither the Company, nor to the Company’s or Seller’s knowledge any other Person, is in breach or default thereunder (or with the giving of notice or lapse of time or both, would be in breach or default thereunder). The E&P Contract was executed and delivered in accordance with and pursuant to all applicable Laws.

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(b)The Company has provided Purchaser with true and correct copies of the E&P Contract and all amendments or supplements thereto, each of which is listed on Exhibit A.

(c)The Company owns a one hundred percent (100%) interest in, and has good, valid and enforceable title, and legal, valid and effective leasehold, license, easement or contractual right in the case of property it does not own, to the Assets, and the Company owns a 100% percent (100%) interest in, and has good, valid and enforceable title to the E&P Contract, such interest being free and clear of any Encumbrances except (i) Encumbrances created in the Republic of Colombia under the terms of the E&P Contract (including ANH’s option to participate in the exploitation of Hydrocarbons from the Contract Area), (ii) preferential rights and similar rights and rights to consent to assignment, if any, held by third Persons under the agreements described on Schedule 3.6(c), (iii) Encumbrances reflected in the Branch Financial Statements, (iv) Encumbrances arising by operation of Law for Taxes not yet due and payable, (v) rights reserved to or vested in any Taxing Authority to control or regulate any of the Assets and all Laws, and (vi) easements, rights-of-way, servitudes, permits, surface leases and other rights in respect of surface operations which do not, individually or in the aggregate, materially impair the ability to operate and maintain any of the Assets in the ordinary course of conduct of the Business.

(d)Other than the pending ANH approval for the transfer of the Llanos 62 E&P Contract, all approvals of Governmental Authorities necessary to vest the Company with its interest in the Assets have been obtained (or shall have been obtained as of the Closing). No Governmental Authority has given the Company, or to the Company’s or Seller’s knowledge, has threatened to give any Person, notice alleging default under, or altering, terminating, rescinding or suspending, the E&P Contract or requiring corrective or remedial action under the E&P Contract.

(e)The Contract Area that exists as of the Execution Date under the E&P Contract is described in Schedule 3.6(e)(i), and all remaining relinquishments required under the E&P Contract after the Execution Date are listed in Schedule 3.6(e)(ii).

(f)Except as disclosed on Schedule 3.6(f), the Company does not own or lease any real property (as that term is defined in the Treasury Regulations under Section 897 of the Code) in the United Stated, nor does the Company own or lease any real property outside of the United States.

(g)The Company has provided Purchaser with a true and correct copy of the Llanos 62 E&P Contract and all amendments or supplements thereto, each of which is listed on Exhibit A.

Section 3.7Claims and Litigation. Except as disclosed on Schedule 3.7, there are no claims, actions, appeals, petitions, pleas, litigation, charges, complaints, hearings, condemnations of any nature whether at law or in equity, suits, audits, demands, arbitrations, mediations, inquiries, investigations or proceedings (“Actions”) pending, or to the Company’s or Seller’s knowledge threatened by, or against the Company before any Governmental Authority,

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mediator or arbitrator, relating to the Company, the Business, the Purchased Interests or the transactions contemplated under this Agreement, nor are there any judgments, decrees, injunctions, orders or awards outstanding against the Company relating to the Company, the Business, the Purchased Interests or the transactions contemplated under this Agreement. There are no Actions pending before, or to the Company’s or Seller’s knowledge, threatened by or, against the Company or any Affiliate of the Company or Seller relating to the Company, the Business, the Purchased Interests or the transactions contemplated under this Agreement before any Governmental Authority, mediator or arbitrator, which will impair either the Company’s or the Seller’s ability to perform its obligations under this Agreement and the documents required to be executed and delivered at Closing. None of the Actions disclosed on Schedule 3.7, if adversely determined, will have a Material Adverse Effect.

Section 3.8Tax Laws and Taxes. (a) The Company and its Affiliates have complied in all material respects with Tax Laws with respect to the ownership or operation of its business.  Except as disclosed on Schedule 3.8, all Tax Returns required to be filed by the Company for each period for which any Tax Returns were due have been timely and properly filed (taking into account any extensions of time to file), and are true, correct and complete in all material respects, and all Taxes shown by such returns to be due and payable by the Company and any other Taxes due and payable by the Company, other than those Taxes identified on Schedule 3.8 as being contested in good faith and for which adequate reserves have been provided by the Company or on behalf of the Company in accordance with Colombian GAAP, have been timely and properly paid to the appropriate Taxing Authority.

(b)Except as disclosed on Schedule 3.8, neither the Company, any of its Affiliates nor Seller has received notice of any pending or threatened audit, investigation, proceeding, claim or assessment from any Taxing Authority with respect to the Taxes relating to the Company or the Assets (“Subject Taxes”). Neither the Company nor the Seller nor any of its or their Affiliates has received notice of a claim made by any Governmental Authority in a jurisdiction where the Company, the Seller and its or their Affiliates do not file Tax Returns that they are or may be subject to taxation in such jurisdiction.

(e)Neither the Company nor any of its Affiliates has any outstanding agreement, waiver or arrangement extending any statute of limitations with respect to any Subject Taxes nor has the Company or any of its Affiliates agreed to any extension of time with respect to a Tax assessment or deficiency for any Subject Taxes.

(d)Neither the Company nor the Seller nor any of its or their Affiliates are party to or bound by any tax sharing agreement (other than the indemnification provided for in Section 10.1).

(e)The Company is not and has never been engaged in a trade or business within the United States and has not earned any income that is effectively connected with the conduct of a trade or business within the United States, in each case, within the meaning of Section 864 of the Code. The Company is currently, and has been continuously since its existence, properly classified as a partnership or disregarded entity for U.S. federal income Tax purposes. In addition, the Company is not and has never been engaged in a trade or business or commercial activities in any country other than Colombia.

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Section 3.9Annual Budget. The budget attached hereto as Schedule 3.9 (the “Annual Budget”) is a copy of the annual budget for calendar year 2012. The Company has performed or is performing all of its obligations to carry out “Exploration Work” (which term has the meaning provided in the E&P Contract) as is required under the E&P Contract and any other work required under the terms of any extension of the exploration period under the E&P Contract which was previously granted to the Company.

Section 3.10Environmental Laws. Except as set forth in Schedule 3.10(a), the Company possesses all permits required for the Business as currently conducted and all such permits are final, in full force and effect, and not subject to appeal. Except as set forth in Schedule 3.10(b), the Company is, and has been, in material compliance with all applicable Laws and permits relating to the environment, including without limitation, Laws and permits relating to (a) any Hazardous Materials, or protection of the air, water or land, (b) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal, transportation or remediation, (e) exposure to hazardous or toxic substances, and (d) wildlife, plants, indigenous people, cultural, archeological or historic resources (collectively, “Environmental Laws”). Except as set forth in Schedule 3.10, to the Company’s or Seller’s knowledge, all Hazardous Materials generated from the Company’s operations have been handled and disposed of in material compliance with applicable Environmental Laws. To the Company’s or Seller’s knowledge, there has been no contamination of, or releases into, groundwater, surface water, or soil on the Contract Areas or any offsite areas used by the Company or in connection with the Business, which could require remediation under applicable Environmental Laws.

Section 3.11Compliance with Laws. Except as disclosed on Schedule 3.11, and except with respect to Environmental Laws, which are addressed in Section 3.10, the Company is in material compliance and has conducted, in all material respects, the Business in accordance with all applicable Laws, and the Company has not received any outstanding or uncured notice alleging any default or violation of any Law.

Section 3.12Contracts.

(a)All Contracts (including all amendments and supplements thereof) entered into by the Company that are material to the Business or the use, ownership or operation of the Assets, or the production therefrom (the “Material Contracts”) are listed on Schedule 3.12(a). The Seller and the Company have provided Purchaser with true and correct copies of all of the Material Contracts.

(b)All Material Contracts to which the Company is a party are legal, valid, binding and in full force and effect and enforceable against the Company, and to the Company’s and Seller’s knowledge, enforceable against the other Persons that are parties to such Material Contracts. Neither the Company nor, to the knowledge of the Company or Seller, any other Person, is in breach or default under any Material Contract (and no event has occurred that with the giving of notice or the lapse of time, or both, would be in breach or default under such Material Contract). No other party to any Material Contract has given the Company, or, to the Company’s and Seller’s knowledge, otherwise has threatened to give, notice of any default or action to alter, terminate, or rescind or procure a judicial reformation of, any Material Contract. The fulfillment of the obligations of each Party

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hereunder, and the consummation of the transactions contemplated hereby, shall not create a breach or default under, or permit a material modification, cancellation, acceleration or termination of, any Material Contract or materially impair the benefits to be derived from any Material Contract, or result in the creation or imposition of any Encumbrance upon, or any Person obtaining any right to acquire, properties, assets or rights of the Company. No right of first refusal or third party consent to the transactions contemplated by this Agreement is required under any Material Contract.

(c)There are no Contracts to which Seller or any of its Affiliates is a party that will be binding on the Company after the Closing (other than this Agreement and the instruments to be executed in connection therewith).

(d)Except as disclosed on Schedule 3.12(d):

(i)no Person has any right of first refusal, call upon, option or any other preferential right to purchase production from or attributable to the Company’ s interest in the E&P Contract, or any right to acquire any other material assets from the Company (other than Purchaser pursuant to this Agreement);

(ii)there are no areas of mutual interest or similar agreements that will be binding on Purchaser by virtue of its ownership of the Company after the Closing;

(iii)there are no contracts for the purchase, sale, treating, gathering, processing, storage, exchange and/or transportation of Hydrocarbons that will be binding on the Company after the Closing that cannot be terminated by ninety (90) days or shorter notice without penalty;

(iv)the Company is not a party to any hedge contracts, futures contracts, swap contracts, options contracts or other kinds of derivative contracts;

(v)the Company is not a party to any obligation to guaranty or act as surety for any obligation or insolvency of another Person or to indemnify or insure another Person against loss or third-party claim, except indemnification of any Governmental Authorities or ANH pursuant to the E&P Contract and applicable Law;

(vi)The Company is not a party or subject to any agreement, contract or commitment for commitment for capital expenditures or the acquisition or construction of fixed assets that requires future payments from the Company in excess of US$ 200,000 (or the equivalent in local currency);

(vii)the Company is not a party or subject to any other agreement that requires future payment to the Company in excess of US$ 200,000 (or the equivalent in local currency);

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(viii)the Company is not a party or subject to any agreement granting a net profit interest, production payment , overriding royalty interest or an incentive compensation plan based on production;

(ix)there is no shareholders’ agreement, joint venture agreement, partnership agreement, profit (or loss) or cost sharing agreement or similar agreements to which the Company or its members is subject with respect to the transfer of the Purchased Interests, including preferential purchase rights applicable to the transfer of the Purchased Interests or the operation of the Company or the Business;

(x)the Company is not a party or subject to any agreement, indenture or other instrument which contains restrictions with respect to the payment of dividends or any other distribution in respect of the equity of the Company;

(xi)the Company is not a party or subject to any agreement or arrangement that establishes any share incentive scheme, share option scheme or profit sharing, bonus, commission or other incentive scheme for the Company’ s directors or any officers under which the Company’s officers or officers are entitled to receive any gratuitous payment or benefit in connection with the actual or proposed termination of incumbency;

(xii)the Company is not a party or subject to any agreement or arrangement relating in whole or in part to Intellectual Property (including any option, license or other contract under which the Company is licensee or licenser of any such Intellectual Property and contracts with current or former employees, consultants or contractors regarding the appropriation or nondisclosure of any Intellectual Property);

(xiii)the Company is not a party or subject to any agreement or arrangement providing for or containing any mortgage, pledge, security agreement, deed of trust, financing lease or similar instrument granting a Lien upon any personal property owned or used by the Company; and

(xiv)the Company is not a party or subject to any agreement or arrangement containing confidentiality or non-disclosure obligations to or from the Company.

Section 3.13Absence of Certain Changes.

(a)Except as reflected in the Branch Financial Statements, since December 31, 2011, the Company has not:

(i)transferred to any Person any of its Assets (excluding the Caracara Escrow which was transferred to Seller and is not reflected on the Branch Financial Statements), including any right or interest under any Material Contract, or any

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proprietary right or other intangible asset, except for fair consideration and in the ordinary course of business;

(ii)waived, released, canceled, settled or compromised any debt, claim or right having a value in excess of US$ 100,000 in each case;

(iii)suffered any (i) damage, destruction or casualty of property if the anticipated cost to repair such property, after application of all insured thereto, exceeds US$ 100,000 or (ii) any taking by condemnation or eminent domain of any of its Assets having a historical cost or fair market value that exceeds US$ 100,000;

(iv)conducted any of its affairs in a manner, or entered into any contract or commitment, that is outside the ordinary course of business;

(v)changed any accounting methods or principles used in recording transactions on the books of the Company or in preparing the financial statements of the Company;

(vi)declared, paid or made a dividend or other distribution in respect of its share capital other than the monthly distributions to members described in Schedule 3.4(a);

(vii)issued any securities of the Company, grant any subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any securities of the Company;

(viii)entered into any agreements with the Seller or any of its Affiliates other than as disclosed in this Agreement;

(ix)passed any directors’ or shareholders’ resolutions other than in the ordinary course of business; or

(x)entered into any contract committing itself with respect to any of the foregoing.

Section 3.14Liability for Brokers’ Fees. Purchaser shall not directly or indirectly have any responsibility, liability or expense, as a result of any undertakings or agreements of the Company or its Affiliates or Seller, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation to an intermediary in connection with the negotiation, execution or delivery of this Agreement or any agreement or transaction contemplated hereby.

Section 3.15Warranties as to no Payments, Gifts and Loans. Neither the Company, any of its Affiliates nor Seller has made, with respect to the Business or the Assets or the transactions contemplated by this Agreement, any offer, payment, promise to pay or authorization of the payment of any money, or any offer, gift, promise to give or authorization of the giving of anything of value, directly or) indirectly, to or for the use or benefit of any official or employee of any Governmental Authority or public international organization or to or for the use or benefit of any political party, official, or candidate unless such offer, payment, gift, promise or

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authorization is authorized by applicable written Laws. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine government action. Routine government action, for purposes of this Section 3.15, shall not include, among other things, government action regarding the terms, award or continuation of the E&P Contract or approval of the transactions contemplated by this Agreement.

Section 3.16Insurance. Schedule 3.16 sets forth a list of all insurance policies in force for the benefit of the Company (including the amounts of each policy, policy number, term and the name of the insured). All insurance premiums due on such policies have been paid in full when due, and no written notice of cancellation or termination has been issued or received by the Company. The Company and its Affiliates have complied in all material respects with the provisions of such policies. No party to the insurance policies has repudiated any provisions of the policies to which they are a party. No Actions are pending, or to the knowledge of the Company or Seller threatened, or during the three (3)-year period prior to the date of this Agreement were instituted, or to the knowledge of the Company or Seller threatened to be instituted, to revoke, cancel, limit or otherwise modify such policies and no written notice of cancellation of any such policies has been received.

Section 3.17Financial Statements. Attached as Schedule 3.17 are the audited statements of assets and liabilities of the Branch for the year ending December 31, 2011, and the related statements of revenues and direct operating costs and statements of cash flows relating to revenues and direct operating cost for the periods then ended (collectively, the “Branch Financial Statements”). The Branch Financial Statements were prepared from and in accordance with the books and records of the Company in accordance with the generally accepted accounting principles developed by the Technical Council for Public Accounting under the Central Board of Accountancy and mandated by Decree 2649 of 1993, as amended from time to time (“Colombian GAAP”) consistently applied (except as indicated in the notes thereto), are true and correct and fairly present in all material respects the financial condition, results of operations, changes in shareholder’s equity and cash flow of the Company as of and for the period indicated. After the Restructuring including the distribution of all cash and cash equivalents by Company to Seller and assignment of the Caracara Escrow to Seller, the Company will not have any material Liabilities, except (i) Liabilities reflected on the Branch Financial Statements, (ii) Liabilities described in the notes accompanying the Branch Financial Statements, (iii) current Liabilities which have arisen since the date of the Branch Financial Statements in the ordinary course of business (none of which is a material Liability for breach of contract, tort or infringement) or (iv) Liabilities arising under executory contracts entered into in the ordinary course of business (none of which is a material Liability for breach of contract). For the avoidance of doubt, the Branch Financial! Statements do not reflect the Caracara Escrow or any amounts payable to any third party in connection therewith.

Section 3.18Employment Matters.

(a)The Company has no employees, consultants or contract personnel.

(b)All management, technical services and operations of the Company are conducted by Hupecol Operating Co., LLC pursuant to the Management Agreement described in the definition of Management Agreement.

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(c)The Company is neither a party to, nor bound by any collective bargaining agreement, nor has it experienced any strikes, grievances, claims of unfair labor practices, or other collective bargaining disputes. Neither Seller, nor any of the directors or officers of the Company has any knowledge of any organizational effort presently being made or threatened by or on behalf of any labor union with respect to the employees of Hupecol Operating Co., LLC and the Company.

Section 3.19No Subsidiaries. The Company does not own, directly or indirectly, any capital stock or other equity or ownership or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity.

Section 3.20Certain Past Liabilities. (a) Except for the provision of Section 5.1 of the Reorganization Agreement, the Company has no other performance obligations, covenants, duties or liabilities owed under the Reorganization Agreement to any other Person that is a party thereto.

(b)The Company has no remaining performance obligations, representations, warranties, covenants, duties or liabilities owed in connection with the sale and transfer of the Caracara Asset to the purchaser thereof or to any other Person under any agreement governing such sale and transfer which cannot be irrevocably and unconditionally satisfied in full from the Caracara Escrow.

Section 3.21Bank Accounts. Schedule 3.21 sets forth the name of each bank and trust company with which the Company has an account, safe deposit box or vault and the names of all Persons authorized to draw upon such account or who have authorized access to any such safe deposit box or vault.

Section 3.22Letters of Credit; Guaranties. Except as set forth on Schedule 3.22, neither the Company nor any of its Affiliates have outstanding any letters of credit to support the current year work commitments or guaranties to service its obligations under the E&P Contract.

Section 3.23Disclaimer of Other Representations; Other Limitations.

(a)EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT, (i) NEITHER THE COMPANY NOR SELLER MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) THE COMPANY AND SELLER EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO PURCHASER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF THE COMPANY, SELLER OR ANY OF THEIR AFFILIATES).

(b)EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3 OF THIS AGREEMENT, THE COMPANY AND SELLER (i) 

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EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (1) TITLE TO ANY OF THE ASSETS, (11) THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE ASSETS, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE ASSETS, (IV) ANY ESTIMATES OF THE VALUE OF THE ASSETS OR FUTURE REVENUES GENERATED BY THE ASSETS, (V) THE PRODUCTION OF HYDROCARBONS FROM THE ASSETS, (VI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE ASSETS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURE, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES, (VIII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO PURCHASER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, OR (IX) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT AND (ii) FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY EQUIPMENT, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT EXCEPT AS EXPRESSLY REPRESENTED OTHERWISE IN ARTICLE 3 OF THIS AGREEMENT, PURCHASER SHALL BE DEEMED TO BE OBTAINING THE ASSETS IN THEIR PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL FAULTS AND THAT PURCHASER HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS PURCHASER DEEMS APPROPRIATE.

(c)EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER THE COMPANY NOR SELLER HAS OR WILL MAKE ANY OTHER REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, ENVIRONMENTAL LIABILITIES, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT OR THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND. NOTHING IN THIS AGREEMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND PURCHASER SHALL BE DEEMED TO BE TAKING THE ASSETS “AS IS” AND “WHERE IS” FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

(d)Any representation “to the knowledge of the Company or Seller” or “to the Company’s or Seller’s knowledge” is limited to matters within the actual knowledge of the individuals identified on Schedule 3.21(d). Actual knowledge only includes information actually personally known by such individual.

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(e)A matter scheduled as an exception for any representation shall be deemed to be an exception to such representation only.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to the Company and Seller as follows:

Section 4.1Existence and Qualification. Purchaser is a corporation (sociedad por acciones simplificada) duly organized, validly existing and in good standing under the Laws of Colombia.

Section 4.2Power. Purchaser has the corporate power to enter into and perform this Agreement (and all documents required to be executed and delivered by Purchaser at Closing) and to consummate the transactions contemplated by this Agreement (and such documents).

Section 4.3Authorization and Enforceability. The execution, delivery, and performance of this Agreement (and all documents required to be executed and delivered by Purchaser at the Closing), and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser, and (if applicable) its shareholders. This Agreement has been duly executed and delivered by Purchaser (and all documents required to be executed and delivered by Purchaser at the Closing will be duly executed and delivered by it), and this Agreement constitutes, and at the Closing such documents will constitute, the valid and binding obligations of Purchaser, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy or other similar Laws affecting the rights and remedies of creditors generally as well as general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section 4.4No Conflicts. The execution, delivery, and performance of this Agreement by Purchaser, the consummation of the transactions contemplated by this Agreement, and the compliance by Purchaser with the terms hereof (and thereof), will not (i) violate any provision of the certificate of incorporation, memorandum and articles of association, bylaws or other governing documents of Purchaser, (ii) result in a material default (with due notice or lapse of time or both) or the creation of any lien or encumbrance or give rise to any right of termination, cancellation or acceleration under any material note, bond, mortgage, indenture, license, or agreement to which Purchaser is a party or by which it is bound, (iii) violate any judgment, order, ruling, or regulation applicable to Purchaser, or (iv) violate any Law or Permit applicable to Purchaser or any of its assets.

Section 4.5Consents, Approvals or Waivers. The execution, delivery and performance of this Agreement by Purchaser will not be subject to any consent, approval, authorization or waiver from any Person, other than all applicable approvals of relevant Governmental Authorities in Colombia and such other consents, approvals, or waivers as set forth on Schedule 4.5.

Section 4.6Litigation. There are no Actions pending, or to Purchaser’ s knowledge, threatened before any Governmental Authority, mediator or arbitrator against

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Purchaser or any Affiliate of Purchaser, which are reasonably likely to impair materially Purchaser’s ability to perform its respective obligations under this Agreement and the documents required to be executed and delivered by Purchaser at Closing.

Section 4.7Financing. Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds (in United States dollars) to enable it to pay the Closing Payment to the Company at the Closing.

Section 4.8Liability for Brokers’ Fees. Neither the Company nor the Seller shall directly or indirectly have any responsibility, liability or expense, as a result of undertakings or agreements of Purchaser or any of its Affiliates, for brokerage fees, finder’s fees, agent’s commissions, or other similar forms of compensation to an intermediary in connection with the negotiation, execution or delivery of this Agreement or any agreement or transaction contemplated hereby.

Section 4.9Warranties as to no Payments, Gifts and Loans. Neither Purchaser nor its Affiliates have made, with respect to the Assets or the transactions contemplated by this Agreement, any offer, payment, promise to pay or authorization of the payment of any money, or any offer, gift, promise to give or authorization of the giving of anything of value, directly or indirectly, to or for the use or benefit of any official or employee of any Governmental Authority or public international organization or to or for the use or benefit of any political party, official, or candidate unless such offer, payment, gift, promise or authorization is authorized by applicable written Laws. The foregoing warranties do not apply to any facilitating or expediting payment to secure the performance of routine government action. Routine government action, for purposes of this Section 4.9, shall not include, among other things, government action regarding the terms, award or continuation of the E&P Contract or approval of the transactions contemplated by this Agreement.

Section 4.10Disclosure. Purchaser acknowledges that, except as may be expressly set forth in Article 3 of this Agreement, neither the Company nor Seller makes any representation regarding forecasts, estimates, evaluations or opinions that may be contained in any written information furnished by the Company or any of its representatives or advisors to Purchaser or any of its representatives or advisors and that Purchaser has entered into this Agreement in reliance only on the Company’s representations and warranties in Article 3, and Purchaser’s own independent evaluation of the hydrocarbon potential of the Contract Area and not in reliance on any forecast or evaluation or opinion of the Company or any of its advisors, agents or consultants.

ARTICLE 5

COVENANTS OF THE PARTIES

Section 5.1[Intentionally Omitted].

Section 5.2Public Announcements. Neither of the Parties, nor any of Affiliates, shall make any press release or other public announcement regarding the existence of this Agreement, the contents hereof or the transactions contemplated hereby without the prior written consent of the other Party and where required by ANH; provided, however, the foregoing shall not restrict disclosures by Purchaser or the Company or their Affiliates (i) that are required by

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applicable securities or other Laws, court order or the applicable rules of any stock exchange having jurisdiction over the disclosing Party or its Affiliates, or (ii) to Governmental Authorities and third Persons holding rights of consent that may be applicable to the transactions contemplated by this Agreement, as reasonably necessary to obtain such consents.

Section 5.3Employment Assignment Matters. No later than thirty (30) days following Closing, HOPC shall have completed the necessary steps to obtain the approval or acknowledgement of the relevant Governmental Authority with respect to each of the Employment Assignment Agreements (or shall have otherwise provided Purchaser evidence satisfactory to the Purchaser and its counsel that each Employment Assignment Agreement is legal, valid and binding).

Section 5.4[Intentionally Omitted].

Section 5.5[Intentionally Omitted).

Section 5.6[Intentionally Omitted).

Section 5.7Tax Matters.

(a)Tax Returns. Seller shall cause the Company to prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company required to be filed after the Closing Date that relate to any Pre-Closing Period on a basis consistent with past practice, except to the extent required by relevant Tax Law, Seller shall deliver to Purchaser for Purchaser’s review and reasonable comment at least thirty (30) days prior to the due date (including extensions) all such Tax Returns, and Seller and Purchaser shall cause the Company to execute and promptly file such Tax Returns as required by relevant Tax Law. Purchaser shall cause the Company to prepare and timely file (or cause to be prepared and timely filed) all Tax Returns of the Company required to be filed after the Closing that relate to any Straddle Period on a basis consistent with past practice, except to the extent required by relevant Tax Law. Not later than five days prior to the due date for the payment of Taxes related to any such Tax Returns for a Pre-Closing Period or a Straddle Period, Seller shall pay to Purchaser an amount equal to all Seller Taxes owed with respect to such Tax Returns, except to the extent any such Taxes resulted in a decrease in the Purchase Price Pursuant to Section 2.2. The Parties recognize that for U.S. federal Income Tax purposes the Company, at the Closing, is disregarded as an entity separate from Seller and that the transactions contemplated by this agreement are properly treated as a sale of the assets of the Company, and the Parties agree to report such transactions in a manner that is consistent with a sale of the Company’s assets for all U.S. federal Income Tax purposes.

(b)Proration of Straddle Period Taxes. In the case of Taxes that are payable by the Company with respect to any Straddle Period, the portion of any such Tax that is attributable to the Pre-Closing Straddle Period shall be:

(i)in the case of Taxes that are either (A) based upon or related to income or receipts, (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), or (C) based on

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production, deemed equal to the amount that would be payable if the taxable year of the Company ended with (and included) the Relevant Date; provided, that all exemptions, allowances, or deductions for the Straddle Period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated in proportion to the number of days in each period;

(ii)in the case of Taxes that are imposed on a periodic basis with respect to the assets of the Company, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Relevant Date and the denominator of which is the number of calendar days in the entire period;

(iii)for the avoidance of doubt, the Parties acknowledge and agree that Colombian Income Taxes imposed on the Company and the Branch for the tax year including the Closing Date will be allocated between the Seller and Purchaser as set forth in Section 5.7(b)(i) above (in accordance with United States Proposed Treasury Regulation 1.901-2(f)(3)(ii) or, if that regulation is finalized prior to the Closing Date, in accordance with its final version); and

(iv)the Purchaser shall promptly provide to Seller the originals, duplicate originals, or duly certified or authenticated copies of all Colombian Income Tax Returns filed, and payment receipts with respect to all Colombian Income Taxes paid, after the Closing Date with respect to all Tax periods of the Company and Branch that began before the Closing Date (in accordance with United States Treasury Regulation 1.905-2(a)(2)).

(c)Mutual Cooperation. In connection with the preparation of Tax Returns, audit examinations, any administrative or judicial proceedings, or the satisfaction of any accounting or Tax requirements relating to the Tax liabilities imposed on the Company for a Pre-Closing Period or Straddle Period, Purchaser and its Affiliates, on the one hand, and Seller, on the other hand, will cooperate fully with each other, including but not limited to furnishing or making available (during normal business hours), within thirty (30) days of a request, records, personnel (as reasonably required), books of account, or other materials necessary or helpful for the preparation of such Tax Returns, the conduct of audit examinations or the defense of claims by taxing authorities as to the imposition of Taxes. Seller and Purchaser shall cause the Company to retain all books and records with respect to Tax matters pertinent to the Company relating to any Pre-Closing Period and Straddle Period until the expiration of the applicable statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority.

(d)Controversies.  Purchaser shall notify Seller in writing regarding, and within fifteen (15) days of, the receipt by Purchaser or any of its Affiliates of notice of any inquiries, claims, assessments, audits or similar events with respect to Seller Taxes (any such inquiry, claim, assessment, audit or similar event, a “Tax Matter”); provided,

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however, that the failure of Purchaser to provide such timely notice to Seller shall not relieve Seller of its indemnification obligations pursuant to this Agreement, except if, and only to the extent that, such failure adversely affects Seller’s ability to contest such Tax Matter. Seller, at its sole expense, will have the authority to control the resolution of any Tax Matter before any Taxing Authority to the extent that such Tax Matter relates to items with respect to which Seller is obligated to indemnify Purchaser hereunder; provided, however, that Seller shall not enter into any settlement of or otherwise compromise any Tax Matter without the prior written consent of Purchaser, which consent will not be unreasonably withheld or delayed; provided, further, that Purchaser or its designee shall be entitled to participate in any such defense with separate counsel at the expense of Seller (to the extent that such expense is reasonable) if so requested by Seller or if, in the reasonable opinion of counsel to Purchaser, a conflict or potential conflict exists between Seller and Purchaser that would make such separate representation advisable. In all other cases, Purchaser shall be entitled to participate in any such defense at its own expense. The withholding of Purchaser’s consent to a settlement or other compromise shall be deemed reasonable if such settlement or other compromise could reasonably be expected to have an adverse impact on Purchaser or any of its Affiliates in any Straddle Period or any period beginning after the Closing Date. Seller will keep Purchaser fully and timely informed with respect to the commencement, status, and nature of any Tax Matter. Seller will, in good faith, allow Purchaser and its counsel to consult with it regarding the conduct of or positions taken in any such proceeding. Where consent is properly withheld by Purchaser pursuant to this Section 5.7(d), Purchaser may continue or initiate any further proceedings at its own expense.

Section 5.8Transfer Taxes. All transfer taxes, recording charges and similar taxes, fees or charges imposed as a result of the transfer of the Purchased Interests to Purchaser (collectively, the “Transfer Taxes”), together with any interest, penalties or additions thereto, shall be borne by Seller. The Company and Purchaser shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable Laws in connection with the payment of such Transfer Taxes, and shall cooperate in good faith to minimize, to the fullest extent possible under such Laws, the amount of any such Transfer Taxes payable in connection therewith.

Section 5.9(Intentionally Omitted].

Section 5.10Replacement of Letters of Credit; Guaranties. If, as of the Closing Date, the Company or any of its Affiliates has outstanding any letters of credit to support the current year work commitment or guaranties to secure the Company’s obligations under the E&P Contract, at Closing Purchaser shall cause such letters of credit or guaranties to be replaced, and the Company or any guarantor shall have been released from such obligations.

Section 5.11Further Assurances. After the Closing, Seller, the Company and Purchaser each agrees to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other Party or Parties for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement.

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Section 5.12Hupecol Marks. The trademarks, trade names and trade dress of Hupecol and derivatives and variations thereof(collectively, the “Hupecol Marks”) appear on the Assets and are used in connection with the operating thereof, including on signs at the offices, and on supplies, materials, stationary, brochures, advertising materials, manuals and similar consumable items owned or used by Company. Purchaser acknowledges and agrees that neither it nor any of its Affiliates have, nor upon consummation of the transactions contemplated by this Agreement, will Purchaser or any of its Affiliates have, any right, title interest, or license to use the Hupecol Marks, any trademarks containing or comprising the foregoing, or any trademark confusingly similar thereto or dilutive thereof; provided, Purchaser may continue to use the Hupecol Marks for no more than one hundred and eighty 180 days after Closing. In addition, Purchaser agrees, within sixty (60) days after Closing, to change the name of Company to eliminate “Hupecol” from the name.

Section 5.13[Intentionally Omitted).

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.1Conditions of Seller to Closing. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject, at the option of Seller, to the satisfaction on or prior to the Closing of each of the following conditions:

(a)Representations. The representations and warranties of Purchaser set forth in Article 4 shall be true and correct in all material respects, other than representations and warranties qualified by materiality which shall be true and correct in all respects, as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date).

(b)Purchaser’s Legal Representative. Purchaser shall have appointed the persons who will serve as their legal representatives at Closing and be available to register such designations at the Chamber of Commerce immediately after Closing.

(c)Performance. Purchaser shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by them under this Agreement prior to or on the Closing Date;

(d)Consents and Approvals. All consents and approvals of any third Person, including without limitation any Governmental Authority, as set forth on Schedule 6.1(d), shall have been granted;

(e)Anti-trust Notification. Purchaser and Seller shall have made the necessary filing with the Colombian Superintendencia de Industria y Comercio on or prior to the Closing; and

(f)Deliverables. Purchaser shall have delivered each of the certificates and instruments required by, and otherwise complied with its obligations under, Section 7.3.

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Section 6.2Conditions of Purchaser to Closing. The obligations of Purchaser to consummate the transactions contemplated by this Agreement are subject, at the option of Purchaser, to the satisfaction on or prior to the Closing of each of the following conditions:

(a)Representations. The representations and warranties of Seller set forth in Article 3 shall be true and correct in all material respects, other than representations and warranties qualified by materiality which shall be true and correct in all respects, as of the Closing Date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date).

(b)Resignation of Company’s Legal Representatives. The resignation of all persons registered and qualified as legal representatives for the Branch shall have been accepted at Closing and must be registered at the Chamber of Commerce immediately after Closing together with the Purchaser’s designation of legal representative.

(c)Performance. The Company and Seller shall have performed and observed, in all material respects, all covenants and agreements to be performed or observed by them under this Agreement prior to or on the Closing Date;

(d)Llanos 62 Transfer. The Company, Purchaser and HOPC shall have executed and delivered the Llanos 62 Transfer Agreement, and shall have prepared the Request for ANH Approval in the form set forth in Exhibit G attached;

(e)Consents and Approvals. All consents and approvals of any third Person, including without limitation any Governmental Authority, as set forth on Schedule 6.1(d), shall have been obtained by the Parties to this Agreement;

(f)Termination of Agreements Creating Compensatory Interests. The agreements creating the compensatory interests in favor of the persons listed in Schedule 3.12(d) have been terminated;

(g)Termination of Management Agreement. The Management Agreement shall have been terminated pursuant to the Management Agreement Termination;

(h)Transition Services Agreement. Purchaser and Hupecol Operating, LLC shall have executed a transition services agreement (the “Transition Services Agreement”), in the form set forth in Exhibit E hereto subject to the mutually agreed changes made by the Parties;

(i)Restructuring. The Restructuring shall have been completed;

(j)Operation Agreements. Any contracts or agreements with third parties that are material to the operations of the Company and are not proposed to be provided under the Transition Services Agreement shall be assigned to the Company or replaced by a new contract or agreement on substantially the same terms as are currently in effect;

(k)Employment Assignment Agreements.  The Company, HOPC, and each Assigned Employee shall have executed an Employment Assignment Agreement;

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(l)Anti-trust Notification. Purchaser and Seller shall have made the necessary filing with the Colombian Superintendencia de Industria y Comercio on or prior to the Closing; and

(m)Deliverables.  Seller shall have delivered each of the certificates and instruments required by, and otherwise complied with its obligations, under Section 7.2.

ARTICLE 7

CLOSING OF THE PURCHASED INTERESTS

Section 7.1Time and Place of Closing of the Purchased Interests. The consummation of the purchase and sale of the Purchased Interests contemplated by this Agreement (the “Closing”) shall take place on the date hereof. The date on which the Closing occurs is referred to herein as the “Closing Date.”

Section 7.2Obligations of Seller at Closing of the Purchased Interests. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Purchaser of its obligations pursuant to Section 7.3, Seller shall deliver or cause to be delivered to Purchaser, among other things, the following:

(a)the Purchased Interests, together with duly executed instruments of transfer;

(b)a certificate duly executed by an authorized limited liability company officer of Seller dated as of the Closing, certifying that the conditions set forth in Section 6.2(a) and (e) have been fulfilled;

(c)a certificate duly executed by the secretary or any assistant secretary of the Company, dated as of the Closing, (i) attaching and certifying on behalf of the Company complete and correct copies of (A) the charter documents, limited liability company agreement or other governing documents of the Company, each as in effect as of the Closing and (B) the resolutions of (i) the board of directors of the Company and (ii) the member of the Company authorizing the execution, delivery, and performance by the Company of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of the Company the incumbency of each officer of the Company executing this Agreement or any document delivered in connection with the Closing;

(d)a certificate duly executed by the secretary or any assistant secretary of the Seller, dated as of the Closing, (i) attaching and certifying on behalf of the Seller complete and correct copies of (A) the charter documents, limited liability company agreement or other governing documents of the Seller, each as in effect as of the Closing and (B) the resolutions of (i) the board of directors of the Seller and (ii) the members of the Seller authorizing the execution, delivery, and performance by the Seller of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of the Seller the incumbency of each officer of the Seller executing this Agreement or any document delivered in connection with the Closing;

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(e)duly executed releases or terminations, in form and substance reasonably satisfactory to Purchaser, releasing any and all Encumbrances securing debt for borrowed money and burdening the properties of the Company;

(f)duly executed Transition Services Agreement substantially in the form attached hereto as Exhibit E subject to the mutually agreed changes made by the Parties;

(g)duly executed Hupecol Guarantee;

(h)duly executed Escrow Agreement;

(i)duly executed Termination of Agreement Creating Compensatory Interests;

(j)duly executed Termination of Management Agreement; and

(k)a preliminary settlement statement pursuant to Section 7.4.

Section 7.3Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by Seller of its obligations pursuant to Section 7.2, Purchaser shall deliver or cause to be delivered to the Seller (or as otherwise provided herein), among other things, the following:

(a)the Closing Payment, less the Escrow Amount, by wire transfer of immediately available funds to an account specified by Seller in writing prior to Closing;

(b)a certificate duly executed by an authorized corporate officer of Purchaser dated as of the Closing, certifying that the conditions set forth in Section 6.1(a) and 6.1(c) have been fulfilled;

(c)payment of the Escrow Amount to Escrow Agent pursuant to the Escrow Agreement;

(d)a certificate duly executed by the secretary or any assistant secretary of Purchaser, dated as of the Closing, (i) attaching and certifying on behalf of Purchaser complete and correct copies of (A) the certificate of incorporation, memorandum and articles of association, bylaws or other governing documents of Purchaser, each as in effect as of the Closing and (B) the resolutions of the board of directors of Purchaser authorizing the execution, delivery, and performance by Purchaser of this Agreement and the transactions contemplated hereby, and (ii) certifying on behalf of Purchaser the incumbency of each officer of Purchaser executing this Agreement or any document delivered in connection with the Closing;

(e)duly executed Transition Services Agreement substantially in the form attached hereto as Exhibit E subject to the mutually agreed changes made by the Parties; and

(f)duly executed Escrow Agreement.

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Section 7.4Closing Payment and Post-Closing Purchase Price Adjustments.

(a)At Closing, the Company shall prepare and deliver to Purchaser, using and based upon the best information available to the Company, a preliminary settlement statement setting forth the Company’ s good faith estimate of the Adjusted Purchase Price after giving effect to all Purchase Price adjustments set forth in Section 2.2. Purchaser shall have an opportunity to review and discuss such preliminary settlement statement with the Company. The estimate delivered in accordance with this Section 7.4(a) shall constitute the dollar amount to be paid by Purchaser at the Closing to Seller, subject to reduction for (i) the Escrow Amount and (ii) Tax withholding required by U.S. or Colombian Laws (the “Closing Payment”).

(b)As soon as reasonably practicable after the Closing but not later than the 120th day following the Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth its final calculation of the Adjusted Purchase Price and showing the calculation of each adjustment, based, to the extent possible, on actual credits, charges, receipts, and other items before and after the Effective Time. Purchaser shall at Seller’s request, supply reasonable documentation available to support any credits, charges, receipts, or other items and permit Seller reasonable access to the Company’ s and its Affiliate’s books and records relevant to such credits, charges, receipts or other items. Purchaser shall, and shall cause its Affiliates to, reasonably cooperate with Seller and its representatives in such examination.

(i)As soon as reasonably practicable but not later than the sixtieth (60th) day following receipt of Purchaser’s statement hereunder, Seller shall deliver to Purchaser a written report containing any changes that Seller proposes be made to such statement.

(ii)The Parties shall undertake to agree on the final statement of the Adjusted Purchase Price no later than two hundred ten (210) days after the Closing Date. In the event that the Parties cannot reach agreement within such period of time, either Party may refer the remaining matters in dispute to KPMG LLP, or if KPMG LLP is unable or unwilling to perform its obligations under this Section, such other internationally-recognized independent accounting firm as may be accepted by Purchaser and Seller, for review and final determination. The Parties shall submit their calculation and supporting documents in respect of the Adjusted Purchase Price within thirty (30) days after the lapse of the aforesaid two hundred and ten (210) days. The accounting firm’s determination shall be made within thirty (30) days after submission of the matters in dispute and shall be final and binding on both Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the accounting firm shall be bound by the terms of Section 2.2 and shall not increase the Purchase Price more than the increase proposed by Seller nor decrease the Purchase Price more than the decrease proposed by Purchaser, as applicable. The accounting firm shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Purchaser shall each bear its own legal fees and other costs of

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presenting its case. Each Party shall bear one-half of the costs and expenses of the accounting firm.

(iii)Within ten (10) days after the earlier of(A) the expiration of Seller’s sixty (60) day review period without delivery of any written report, or (B) the date on which the Parties or the accounting firm, as applicable, finally determine the Adjusted Purchase Price, (x) Purchaser shall pay to Seller, the amount by which the Adjusted Purchase Price exceeds the estimate of the Adjusted Purchase Price used in the determination of the Closing Payment or (y) Seller will pay to Purchaser the amount by which the estimate of the Adjusted Purchase Price used in the determination of the Closing Payment exceeds the Adjusted Purchase Price, as applicable, less in each case any Tax withholding required by US or Colombian Laws. Any post closing payment pursuant to this Section 7.4 shall bear interest from the Closing Date to the date of payment at the Applicable Rate.

ARTICLE 8

ASSIGNMENT OF LLANOS 62

Section 8.1ANH Approval. Upon the Closing of the Purchased Interests, the Company and HOPC shall file the Request for ANH Approval with ANH. Subject to the terms and conditions of the Llanos 62 Transfer Agreement, HOPC shall assign the Llanos 62 E&P Contract to the Company in consideration of (i) Purchaser’ s reimbursement to HOPC of all Llanos 62 Costs which are incurred by HOPC, whether directly or indirectly, prior to the Closing Date, such costs estimated to be approximately US$3,000,000, and (ii) Purchaser’s payment of all Llanos 62 Costs which are incurred by HOPC, whether directly or indirectly, after the Closing Date.

ARTICLE 9

[RESERVED]

ARTICLE 10

INDEMNIFICATION; LIMITATIONS

Section 10.1Indemnification.

(a)From and after the Closing, Purchaser shall indemnify, defend, and hold harmless Seller and its Affiliates, and its and their shareholders, partners, members, managers, directors, officers, employees, agent, and advisers from and against all Damages:

(i)caused by or arising out of or resulting from the breach of any of Purchaser’s covenants or agreements contained in this Agreement; or

(ii)caused by or arising out of or resulting from any breach of any representation or warranty made by Purchaser contained in Article 4 of this Agreement.

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(b)From and after the Closing, Seller shall indemnify, defend, and hold harmless Purchaser and its Affiliates, and its and their shareholders, partners, members, managers, directors, officers, employees, agent, and advisers against and from all Damages:

(i)caused by or arising out of or resulting from the breach of (A) any of the Company’s pre-closing covenants or agreements contained in this Agreement or (B) Seller’s covenants or agreements contained in this Agreement (whether pre or post-closing);

(ii)caused by or arising out of or resulting from any breach of any representation or warranty made by the Company or Seller contained in Article 3 of this Agreement;

(iii)caused by or arising out of or resulting from any Seller Taxes;

(iv)caused by or arising out of or resulting from the operation of Section 5.1 of the Reorganization Agreement or any Action brought against the Company, the Purchaser or any of its Affiliates on the basis of, or otherwise relating to, Section 5.1 of the Reorganization Agreement;

(v)caused by, or arising out of or resulting from any representations, warranties, covenants, obligations or liabilities under the Management Agreement or the Management Termination Agreement or any Action brought against the Company, the Purchaser or any of its Affiliates on the basis of, or otherwise relating to, the Management Agreement or the Management Termination Agreement, including, without limitation, on account of or for the payment of or contribution to the salaries, bonuses, retirement or health benefits or any other form of compensation (including deferred compensation) owed to any Person employed by or on behalf of Hupecol Operating Co., LLC;

(vi)caused by or arising out of the Caracara Escrow; or

(vii)caused by or arising out of any Tax liability of the Company with respect to the prior receipt of funds by the Company from the Caracara Escrow.

(c)Notwithstanding anything to the contrary contained in this Agreement, from and after the Closing this Article 10 contains the Parties’ exclusive remedy against each other with respect to breaches of the representations, warranties, covenants and agreements of the Parties contained herein (other than the determination, allocation and reporting of Taxes, preparation of Tax Returns, and payment of Taxes pursuant to, and other agreements under, Section 5.7 (Tax Matters), which shall be separately enforceable by the Parties pursuant to whatever rights and remedies are available to them outside of this Article 10).

(d)“Damages,” for purposes of this Agreement, shall mean the amount of any actual liability, loss, cost, expense, claim, award, or judgment incurred or suffered by any Indemnified Person arising out of or resulting from the indemnified matter, including

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reasonable fees and expenses of attorneys, consultants, accountants, or other agents and experts reasonably incident to matters indemnified against, and the costs of investigation and/or monitoring of such matters, and the costs of enforcement of the indemnity; provided, however, that Purchaser and Seller shall not be entitled to indemnification under this Section 10.1 for, and “Damages” shall not include (i) loss of profits or other indirect or consequential damages suffered by the Party claiming indemnification, or any special or punitive damages (other than indirect, consequential, special or punitive damages payable to a third Person), or (ii) Taxes that may be assessed on payments under this Article 10, or Tax benefits received by the Indemnified Person as a consequence of any Damages.

Section 10.2Indemnification Actions. Subject to Section 5.7(d), all claims for indemnification under Section 10.1 shall be asserted and resolved as follows:

(a)For purposes of this Article 10, the term “Indemnifying Person” when used in connection with particular Damages shall mean the Person having an obligation to indemnify another Person or Persons with respect to such Damages pursuant to this Article 10, and the term “Indemnified Person” when used in connection with particular Damages shall mean a Person having the right to be indemnified with respect to such Damages pursuant to this Article 10.

(b)To make claim for indemnification under Section 10.1, an Indemnified Person shall notify the Indemnifying Person of its claim, including the specific details of and specific basis under this Agreement for its claim (the “Claim Notice”). In the event that the claim for indemnification is based upon a claim by a third Person against the Indemnified Person (a “claim”), the Indemnified Person shall provide its Claim Notice promptly after the Indemnified Person has actual knowledge of the Claim and shall enclose a copy of all papers (if any) served with respect to the Claim. The failure of any Indemnified Person to give notice of a Claim as provided in this Section 10.2 shall not relieve the Indemnifying Person of its obligations under Section 10.1 except to the extent such failure results in insufficient time being available to permit the Indemnifying Person to effectively defend against the Claim or otherwise materially prejudices the Indemnifying Person’s ability to defend against the Claim.

(c)(e) In the case of a claim for indemnification based upon a Claim, the Indemnifying Person shall have thirty (30) days from its receipt of the Claim Notice to notify the Indemnified Person whether it admits or denies its obligation to defend the Indemnified Person against such Claim under this Article 10. If the Indemnifying Person does not notify the Indemnified Person within such thirty (30) day period regarding whether the Indemnifying Person admits or denies its obligation to defend the Indemnified Person, it shall be deemed to have denied any obligation to provide such indemnification hereunder. The Indemnified Person is authorized, prior to and during such thirty (30) day period, to file any motion, answer or other pleading or court paper that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Person and that is not prejudicial to the Indemnifying Person.

(d)If the Indemnifying Person admits its obligation to indemnify the Indemnified Person, it shall have the right and obligation to diligently defend the Claim at

37

its sole cost and expense with counsel of its choice that is reasonably satisfactory to the Indemnified Person. The Indemnifying Person shall have full control of such defense and proceedings, including any compromise or settlement thereof. If requested by the Indemnifying Person, the Indemnified Person agrees to cooperate in contesting any Claim that the Indemnifying Person elects to contest (provided, however, that the Indemnified Person shall not be required to bring any counterclaim, cross claim or other claim against any Person). The Indemnified Person may participate in, but not control, any defense or settlement of any Claim controlled by the Indemnifying Person pursuant to this Section 10.2. An Indemnifying Person shall not, without the written consent of the Indemnified Person, settle any Claim or consent to the entry of any judgment with respect thereto that (i) does not result in a final resolution of the Indemnified Person’s liability with respect to the Claim (including, in the case of a settlement, an unconditional written release of the Indemnified Person from all liability in respect of such Claim) or (ii) provides for injunctive or other non-monetary relief applicable to the Indemnified Person. If an Indemnified Person reasonably believes, based on advice of counsel, that it and the Indemnifying Person have conflicting interests or there is a risk of criminal liability in connection with any claim, the Indemnified Person shall be entitled to control the contests of any claim and to employ one counsel of its choice, at the cost and expense of the Indemnifying Person. In such event, the Indemnifying Person shall have the right to employ separate counsel and participate in the defense thereof, subject to the Indemnified Person’s right to control such contests.

(e)If the Indemnifying Person does not admit its obligation to indemnify the Indemnified Person or admits its obligation, but fails to diligently defend or settle the Claim, then the Indemnified Person shall have the right to defend against the Claim (at the sole cost and expense of the Indemnifying Person, if the Indemnified Person is entitled to indemnification hereunder). The Indemnifying Person shall be entitled to admit its obligation to indemnify the Indemnified Person and assume the defense of the Claim at any time prior to settlement or final determination thereof. If the Indemnifying Person has not yet admitted its obligation to indemnify the Indemnified Person, the Indemnified Person shall send written notice to the Indemnifying Person of any proposed settlement and the Indemnifying Person shall have the option for ten (10) days following receipt of such notice to (i) admit in writing its obligation for indemnification with respect to such Claim and (ii) if its obligation is so admitted, assume the defense of the Claim, including the power to reject the proposed settlement. If the Indemnified Person settles any Claim, over the objection of the Indemnifying Person after the Indemnifying Person has timely admitted its obligation for indemnification in writing and assumed the defense of the Claim, the Indemnified Person shall be deemed to have waived any right to indemnity therefor.

(f)Any claim by an Indemnified Person on account of Damages that do not result from a Claim by a third Person (a “Direct Claim”) will be asserted by giving the Indemnifying Person reasonably prompt written notice thereof. Such notice by the Indemnified Person will describe the Direct Claim in reasonable detail, will include copies of all available material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of Damages that has been or may be sustained by the Indemnified Person. The Indemnifying Person will have a period of twenty (20) days within which to

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object or accept in writing such Direct Claim. Any such objection is called a “Notice of Claim Dispute.” If the Indemnifying Person does not so respond within such twenty (20) day period, the Indemnifying Person will be deemed to have rejected such claim, in which event the Indemnified Person may submit the Direct Claim to arbitration pursuant to the terms of Section 11.5. Copies of each Notice of Claim Dispute shall be sent to Purchaser or Seller, as the case may be, and the Escrow Agent. If Purchaser and Seller fail to resolve any objection contained in such Notice of Claim Dispute within twenty (20) days after the date the Notice of Claim Dispute is delivered to the Indemnifying Person, then, at the request of either Party, they shall meet in an attempt to resolve an objection described in such Notice of Claim Dispute and reach a written agreement with respect to such objection (a “Claim Settlement Agreement”). If Seller and Purchaser enter into a Claim Settlement Agreement, the objections contained in such Notice of Claim Dispute shall be deemed to be as resolved therein. If they are unable to resolve the objection described in such Notice of Claim Dispute within twenty (20) days after delivery to the recipient of such Notice of Claim Dispute, then either Seller or the Purchaser may submit the objections contained in such Notice of Claim Dispute to arbitration as described in Section 11.5.

Section 10.3Limitation on Actions.

(a)The representations and warranties of the Parties in Articles 3 and 4 shall survive the Closing for a period of one year, except for (i) the Selected Sellers Representations and Warranties which shall survive without limitation, (ii) the Seller representations and warranties in Section 3.8 (Taxes) which shall survive for the applicable statute of limitations, and (iii) the Seller representations and warranties in Section 3.10 (Environmental Laws) which shall survive for a period of 18 months. The remainder of this Agreement shall survive the Closing without time limit except as may otherwise be expressly provided herein. Representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration, provided that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date.

(b)The amount of any Damages for which an Indemnified Person is entitled to indemnity under this Article 10 shall be reduced by the amount of insurance proceeds (net of collection costs and expenses) realized by the Indemnified Person or its Affiliates with respect to such Damages.

(c)No Indemnified Person shall be entitled to duplicate compensation for the same Damages under this Agreement, even if it is entitled to indemnification under more than one Section of this Article 10. In no event shall any Indemnified Person be entitled to indemnification for amounts for which, and to the extent that, an adjustment was made pursuant to Section 2.2 or Section 2.3 or a payment was made pursuant to Section 5.7.

(d)Seller shall not be required to pay or be liable for any Damages with respect to an individual claim (which individual claim shall include claims arising out of the same or substantially related circumstances) under Section 10.2(a) unless and until the Damages for such claim shall exceed $150,000 (the “Small Claims Deductible”).

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(e)Except with respect to the Selected Seller Representations and Warranties and for claims under Section 10.1(b)(iii), no Indemnified Person shall have any right to indemnification hereunder except to the extent the aggregate amount of Damages (excluding Damages less than the Small Claims Deductible with respect to Seller) incurred by an Indemnified Person and subject to indemnification under this Article 10 exceeds FIVE HUNDRED THOUSAND United States dollars (US$ 500,000), after which all such amounts exceeding the initial US$ 500,000 shall be subject to indemnification hereunder (the “Deductible”).

(f)Except with respect to the Selected Seller Representations and Warranties and for claims under Section 10.1(b)(iii), Seller shall not be required to indemnify Purchaser under Section 10.1(b) for aggregate Damages in excess of TEN MILLION United States dollars (US$ 10,000,000). Except with respect to claims under Section 10.1(b)(iv) and (v), Purchaser shall first seek to recover Damages from funds deposited pursuant to the Escrow Agreement prior to pursuing any other claim for indemnification hereunder.

(g)Notwithstanding anything to the contrary in any other provision of this Agreement, the Seller’s indemnity obligations under Section 10.l(b)(iv), (v) and (vi) shall survive indefinitely and shall not be limited by the cap on Damages set forth in Section 10.3(±) above.

Section 10.4Claims Against Escrow Account; Exclusive Remedy.

(a)All Post-Closing Claim Amounts shall first be paid exclusively utilizing funds held in the Escrow Account, to the extent funds are so available, by submission of disbursement directions to the Escrow Agent in accordance with the procedures described in the Escrow Agreement. “Post-Closing Claim Amounts” means amounts that Seller is obligated for any reason whatsoever to pay to Purchaser, including as Damages, or for which Seller is obligated to indemnify Purchaser pursuant to the terms of this Agreement.

(b)If Purchaser delivers a Claim Notice on or before the end of the Initial Holdback Deadline or the Final Holdback Deadline (each as hereinafter defined), as applicable, and Seller does not dispute such claim, Purchaser  shall be entitled to indemnification by Seller in accordance with Section 10.1(b), including the right to receive from the Escrow Amount funds in an amount equal to the amount of the indemnity claim for which Purchaser is entitled under Section 10.1(b) subject to and after giving effect to the limitations set forth in Section 10.3.  If, however, Seller disputes any such claim, Purchaser shall not be entitled to receive any amount from the Escrow Amount with respect to such claim prior to final non-appealable judgment or final settlement with respect to such dispute. To the extent there exists any indemnity claim pursuant to Section 10.1(b) that is subject to a valid Claim Notice prior to the expiration of the Initial Holdback Deadline or the Final Holdback Deadline, as applicable, an amount equal to the amount of such claim or claims reasonably believed by the Parties to be due or likely to be due hereunder will be withheld from the remaining Escrow Amount and will continue to be held until such claim or claims have been fully resolved pursuant to a final non-appealable judgment or final settlement with respect to such dispute. Notwithstanding anything to the

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contrary set forth herein, after the Initial Holdback Deadline, the only claims for indemnification that may be asserted against the Escrow Amount pursuant to a timely delivered Claim Notice are claims attributable to Seller’s indemnity obligations under Section 10.1(b)(vii).

(c)(e)  Subject to Section 10.4(b), if Purchaser has not delivered on or prior to 5:00 p.m. Central Time on the date eighteen (18) months after the Closing (“Initial Holdback Deadline”) one or more Claim Notices asserting unresolved or disputed claims for indemnification under Section 10.1(b) that, individually or in the aggregate and subject to and after giving effect to the limitations set forth in Section 10.3, equal or exceed TEN MILLION United States dollars (US$ 10,000,000), then the Parties shall within five (5) Business Days after the Initial Holdback Deadline execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to disburse to Seller an amount equal to the remainder of (i) all undistributed amounts held in escrow by the Escrow Agent pursuant to the Escrow Agreement minus (ii) the aggregate amount of any asserted unresolved or disputed claims for indemnification subject to a valid Claim Notice minus (iii) TWO MILLION United States dollars (US$ 2,000,000).

(d)Subject to Section 10.4(b), if Purchaser has not delivered on or prior to 5:00 p.m. Central Time on the date six (6) months after Initial Holdback Deadline (“Final Holdback Deadline”) one or more Claim Notices asserting unresolved or disputed claims for indemnification under Section 10.1(b) that, individually or in the aggregate and subject to and after giving effect to the limitations set forth in Section 10.3, do not exceed the amount then held in escrow by the Escrow Agent pursuant to the Escrow Agreement, then the Parties shall within five (5) Business Days after the Final Holdback Deadline execute and deliver to the Escrow Agent joint written instructions instructing the Escrow Agent to disburse to Seller an amount equal to the remainder of (i) all undistributed amounts held in escrow by the Escrow Agent pursuant to the Escrow Agreement minus (ii) the aggregate amount of such asserted unresolved or disputed claims for indemnification subject to a valid Claim Notice.

(e)The indemnities provided for in this Article 10 shall be the sole and exclusive remedy of the parties after the Closing with respect to, arising out of, or resulting from this Agreement (including for any inaccuracy of any representation or warranty or any failure or breach of any covenant, obligation, condition or agreement contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith); provided, however, that the foregoing shall not (i) limit the rights of any party to seek any equitable remedy available to enforce the rights of such party under this Agreement, (ii) limit the right of a party to seek any available remedy for fraud, or (iii) limit the Purchaser’s rights under the Hupecol Guarantee. Each party covenants and agrees that following the Closing it shall not seek or assert any other remedy hereunder, other than any equitable remedy available to enforce the rights of such party under this Agreement and the right of such party to seek any available remedy for fraud.

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ARTICLE 11

MISCELLANEOUS

Section 11.1Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement.

Section 11.2Notices. All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing, in English and delivered personally, or by recognized courier service, as follows:

lf to the Company or
Seller:	Hupecol Operating Co., LLC
	1000 Louisiana, Suite 6905
	Houston, Texas 77002
	Attention: Mr. Brian Stone
	Telephone: (713) 650-0175
	Telecopy: (713) 650-0172
With a copy to:	Porter Hedges LLP
	1000 Main St., 36th Floor
	Houston, Texas 77002
	Attention: Mr. Robert H. Thomas
	Telephone: (713) 226-6636
	Telecopy: (713) 226-6236
lf to Purchaser:	GeoPark Llanos S.A.S.
	c/o GeoPark Holdings Limited
	Florida 981 - 5th Floor
	Buenos Aires
	Argentina
	Attention:	Mr. Andrés Ocampo
		New Business
	Telephone:	5411 4312 9400
	Telecopy:	5411 4312 3827
With a copy to:	Nuestra Señora de los Ángeles 179
	Los Condes Santiago de Chile
	Chile
	Attention:	Mr. Pedro Aylwin Chiorrini
	Telephone:	562 242 7110
	Telecopy:	562 242 7110

Either Party may change its address for notice by notice to the other in the manner set forth above. All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed.

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Section 11.3Expenses. All expenses incurred by the Seller and the Company in connection with or related to the authorization, preparation, or execution of this Agreement, and the Exhibits and Schedules hereto and thereto, and all other matters related to the Closing, including, without limitation, all fees and expenses of counsel, accountants, and financial advisers employed by the Company, that are not paid on or prior to Closing shall be borne solely and entirely by Seller, and all such expenses incurred by Purchaser shall be borne solely and entirely by Purchaser.

Section 11.4Governing Law. This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the laws of the state of New York without regard to principles of conflicts of Laws that would direct the application of the Laws of another jurisdiction.

Section 11.5Arbitration. It is agreed, as a severable and independent arbitration agreement separately enforceable from the remainder of this Agreement, that any dispute, controversy or claim arising out of or in relation to or in connection with this Agreement (other than a dispute, controversy or claim arising out of or in relation to or in connection with the calculation of the Adjusted Purchase Price and the Net Working Capital in accordance with Section 2.3, which shall be resolved in accordance with Section 7.4(b)), including, without limitation, any dispute as to the construction, validity, interpretation, enforceability, or breach of this Agreement, or pursuant to or in connection with this Agreement (each a “Dispute”), shall be exclusively and finally settled by arbitration administered by the American Arbitration Association in accordance with its International Arbitration Rules as in effect on the date hereof (and to the extent applicable, as modified by this Section 11.5). Any Party may submit a Dispute to arbitration by notice to the other Party and the American Arbitration Association’s International Centre for Dispute Resolution. The arbitration proceedings shall be conducted in Houston, Texas, USA. The arbitration shall be heard and determined by three (3) arbitrators. The Seller and the Purchaser shall each nominate an arbitrator of their respective choice within twenty (20) Business Days of the notice submitting the dispute to arbitration, and the two so appointed shall appoint the third arbitrator, provided that if the Party appointed arbitrators cannot reach agreement on a presiding arbitrator for the tribunal within twenty (20) days of the appointment of the second arbitrator, or if either the Seller or the Purchaser fails to appoint its arbitrator within the applicable period, an independent arbitrator or arbitrators sufficient to complete the tribunal shall be appointed in accordance with the International Arbitration Rules. Each arbitrator shall be familiar with and experienced in international petroleum industry practices. None of the arbitrators shall have been an employee of or consultant to the Company, Seller or the Purchaser or any of its Affiliates within the five (5) year period preceding the arbitration, or have any financial interest in the dispute, controversy, or claim. All decisions of the arbitral tribunal shall be by majority vote. The arbitration shall be conducted in the English language. The arbitrators may not award indirect, consequential, special or punitive damages except those claimed by Persons other than Indemnified Persons under this Agreement for which responsibility is being allocated between the Parties. The Seller and the Purchaser shall pay their respective expenses in connection with the arbitration, but the compensation and expenses of the arbitrators shall be borne in such manner as may be specified in the arbitral award. For purposes of allowing the arbitration provided in this Section 11.5, the enforcement and execution of any arbitration decision and award, and the issuance of any attachment or other interim remedy, any Governmental Authority which is or becomes a Party to this Agreement agrees to waive all sovereign immunity by whatever name or

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title with respect to disputes, controversies or claims arising out of or in relation to or in connection with this Agreement. Privileges protecting attorney client communications and attorney work product from compelled disclosure or use in evidence, as recognized by the jurisdiction in which each Party’s parent is located and the jurisdiction in which such Party’s attorneys are located, shall apply to and be binding in any arbitration proceeding conducted under this Section 11.5. Each award rendered by the arbitrators shall be final and binding on all Parties, and the Parties shall give effect to and comply with all such awards. Each Party waives, to the extent permitted by applicable law, any right to appeal any award.

Section 11.6Captions. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

Section 11.7Waivers. Any failure by any Party to comply with any of its obligations, agreements, or conditions herein contained may be waived by the Party to whom such compliance is owed by an instrument signed by the Party to whom compliance is owed and expressly identified as a waiver, but not in any other manner. No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

Section 11.8Assignment. Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the Parties without the prior written consent of the other Party.

Section 11.9Entire Agreement. This Agreement, the Exhibits and Schedules attached hereto and the documents to be executed hereunder constitute the entire agreement between the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof.

Section 11.10Amendment. This Agreement may be amended or modified only by an agreement in writing signed by the Parties hereto and expressly identified as an amendment or modification.

Section 11.11No Third Person Beneficiaries. Nothing in this Agreement shall entitle any Person other than Purchaser and the Company to any claim, cause of action, remedy, or right of any kind, except the rights expressly provided to the Persons described in Article 10.

Section 11.12References. In this Agreement:

(a)References to any gender includes a reference to all other genders;

(b)References to the singular includes the plural, and vice versa;

(c)Reference to any Article or Section means an Article or Section of this Agreement;

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(d)Reference to any Exhibit or Schedule means an Exhibit or Schedule to this Agreement, all of which are incorporated into and made a part of this Agreement

(e)Unless expressly provided to the contrary, “hereunder,” “hereof,” “herein,” and words of similar import are references to this Agreement as a whole and not any particular Section or other provision of this Agreement; and

(f)“Include” and “including” shall mean include or including without limiting the generality of the description preceding such term.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the date first above written.

SELLER:
HUPECOL CUERVA HOLDINGS, LLC,
a Delaware limited liability company
By:	Dan A. Hughes Company, L.P.
	a Texas limited partnership and
	its sole manager
	By:	Dan A. Hughes Management, L.L.C.
		a Texas limited liability company and
		its general partner
		By:	/s/ Dan Allen Hughes, Jr.
		Name:		Dan Allen Hughes, Jr.
		Title:		President

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

PURCHASER:
GEOPARK LLANOS S.A.S,
a Colombian corporation
By:	/s/ James F. Park
Name:		James F. Park
Title:		Legal representative

SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT

EX-10.6

Exhibit 10.6

AGREEMENT FOR THE SUBSCRIPTION OF SHARES

by and among

GeoPark Chile S.A.

GeoPark Holdings Limited

GeoPark Chile Limited Agencia en Chile

and

LG International Corp.

Dated as of May 20, 2011

TABLE OF CONTENTS

	Page
ARTICLE I. Definitions and Rules of Construction	1
SECTION 1.01. Definitions	1
SECTION 1.02. Rules of Construction	1
ARTICLE II. Subscription	2
SECTION 2.01. Subscription of the Subscription Shares and Closing	2
SECTION 2.02. Transactions to be Effected at the Closing	3
ARTICLE III. Representations and Warranties Relating to the Existing Shareholder and Guarantor	3
SECTION 3.01. Organization and Existence	3
SECTION 3.02. Authorization	4
SECTION 3.03. Prohibitive Litigation; Consents of the Company	4
SECTION 3.04. Non-contravention	4
SECTION 3.05. Litigation	4
SECTION 3.06. Compliance with Laws	4
SECTION 3.07. Title	5
SECTION 3.08. Brokers	5
SECTION 3.09. Deliveries	5
SECTION 3.10. Disclosure Schedule	5
SECTION 3.11. Solvency	5
ARTICLE IV. Representations and Warranties Relating to the Relevant Companies	5
SECTION 4.01. Organization and Existence	6
SECTION 4.02. Identification of Relevant Companies; Investor’s Equity Interest in Chile Business	6
SECTION 4.03. Prohibitive Litigation; Consents of Relevant Companies	6
SECTION 4.04. Non-contravention	6
SECTION 4.05. Title to Equity Interests	7
SECTION 4.06. Litigation	7
SECTION 4.07. Compliance with Laws	7
SECTION 4.08. Material Contracts	8
SECTION 4.09. Material Permits	8
SECTION 4.10. Ownership of Chile Business and Titles	8
SECTION 4.11. Environmental	9
SECTION 4.12. Brokers	9
SECTION 4.13. Legal Impediments	9
SECTION 4.14. Intercompany Obligations	9
SECTION 4.15. Access to information	9
SECTION 4.16. Accounts	10
SECTION 4.17. Management Accounts	10
SECTION 4.18. Conduct of Relevant Companies	10

i

TABLE OF CONTENTS

(continued)

	Page
SECTION 4.19. Human Resources	10
SECTION 4.20. Net Debt and Working Capital	10
SECTION 4.21. Insolvency; Liquidation	11
SECTION 4.22. Taxes	11
ARTICLE V. Representations and Warranties of Investor	11
SECTION 5.01. Organization and Existence	11
SECTION 5.02. Authorization	11
SECTION 5.03. Prohibitive Litigation; Consents of Investor	12
SECTION 5.04. Non-contravention	12
SECTION 5.05. Litigation	12
SECTION 5.06. Compliance with Laws	12
SECTION 5.07. Brokers	13
SECTION 5.08. Available Funds; Source of Funds	13
SECTION 5.09. Investigation	13
SECTION 5.10. Disclaimer Regarding Projections	14
SECTION 5.11. Legal Impediments	14
SECTION 5.12. Deliveries	14
ARTICLE VI. Covenants	14
SECTION 6.01. Confidentiality; Publicity	14
SECTION 6.02. Expenses	15
SECTION 6.03. Further Actions	15
SECTION 6.04. Knowledge of Claims	15
ARTICLE VII. Survival and Release	16
SECTION 7.01. Survival of Claims	16
SECTION 7.02. Release	17
SECTION 7.03. Certain Limitations	17
SECTION 7.04. Exclusive Representations and Warranties	17
ARTICLE VIII. Indemnification, Termination, Amendment and Waiver	17
SECTION 8.01. Indemnification by Warrantors	17
SECTION 8.02. Indemnification by Investor	18
SECTION 8.03. Indemnification Procedures	19
SECTION 8.04. Indemnification Generally; Guarantees	20
SECTION 8.05. Termination	22
SECTION 8.06. Effect of Termination	22
SECTION 8.07. Amendments and Waivers	23
ARTICLE IX. Miscellaneous	23
SECTION 9.01. Notices	23
SECTION 9.02. Severability	25
SECTION 9.03. Counterparts	25

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TABLE OF CONTENTS

(continued)

	Page
SECTION 9.04. Entire Agreement; No Third Party Beneficiaries	26
SECTION 9.05. Governing Law	26
SECTION 9.06. Specific Performance	26
SECTION 9.07. Arbitration; Consent to Jurisdiction	26
SECTION 9.08. Assignment	26
SECTION 9.09. Headings	27
SECTION 9.10. Schedules and Exhibits	27

Schedules

Schedule 1.01 Defined Terms

Schedule 2.02(b) Form of Shareholders Agreement

Schedule 2.02(e) Form of Subscription Document

Schedule 3.0 Warrantors Disclosure Schedule

Schedule 5.0 Investor Disclosure Schedule

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This AGREEMENT FOR THE SUBSCRIPTION OF SHARES (this “Agreement”) is dated as of May 20, 2011 and is by and between (1) GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda (the “Existing Shareholder”), (2) GeoPark Chile S.A. a company organized under the laws of Chile (the “Company”), (3) GeoPark Holdings Limited, a company organized in Bermuda with a registered address at Milner House, 18 Parliament Street, Hamilton MH12, Bermuda (“GeoPark” or “Guarantor” and together with the Existing Shareholder, the “Warrantors”), and (4) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (“Investor”, and together with Warrantors and the Company, the “Parties”).

RECITALS

WHEREAS, Guarantor is a holding company engaged through its subsidiaries in, inter alia, the exploration, development and production of oil and gas in Chile (such activity constituting the “Chile Business” as hereinafter defined);

WHEREAS, in order to accelerate its strategic objective to acquire international upstream oil and gas assets, Investor seeks to participate in the Chile Business, and Existing Shareholder seeks to share the Chile Business with Investor in order to create a long-term alignment with Investor and provide a solid foundation for further growth in Latin America;

WHEREAS, in furtherance of these and other objectives, on March 29, 2011, the Parties entered in a Heads of Agreement (the “HOA”) setting forth the terms pursuant to which Investor would subscribe to a 10% interest in the Chile Business and subsequently negotiated the terms and conditions of this Agreement based thereon;

WHEREAS, Investor has agreed to subscribe for, and the Company has agreed to cause to be issued to Investor 10,000 (Ten Thousand) common shares of the issued capital of the Company, corresponding to 10% of the outstanding shares of the Company, representing a ten percent (10%) equity interest in the Company on a fully diluted basis, (the “Subscription Shares”) subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE, the Parties hereby agree as follows:

ARTICLE I.
Definitions and Rules of Construction

SECTION 1.01.  Definitions.  Capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule 1.01 and elsewhere in this Agreement.

SECTION 1.02.  Rules of Construction.  (a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

(b)If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in

the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular Section or Article in which such words appear.

(c)Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(d)The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(e)The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(f)Unless otherwise specifically stated, all references to currency herein shall, be to Dollars.

(g)All accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS.

ARTICLE II.
Subscription

SECTION 2.01.  Subscription of the Subscription Shares and Closing.  (a) On the terms and subject to the conditions of this Agreement, at the Closing, Investor agrees to subscribe and the Company agrees to cause to be issued to Investor the Subscription Shares.

(b)The aggregate amount to be paid by Investor for the Subscription Shares shall be an amount equal to the sum of US$70 million (Seventy Million Dollars) (the “Subscription Price”).

(c)Investor shall pay the Subscription Price to the Company by wire transfer of immediately available funds in Dollars to such account or accounts as the Company has specified by notice to Investor.

(d)The closing of the subscription of the Subscription Shares (the “Closing”) shall take place at the offices of LGI, Seoul, Korea at [10:00 a.m.] local time of the date hereof (the “Closing Date”).

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SECTION 2.02.  Transactions to be Effected at the Closing. At the Closing, the Parties shall unconditionally perform the following transactions, which shall become effective upon Closing unless otherwise indicated in this Section 2.02:

(a)The Existing Shareholder, the Company and the Investor shall enter into a shareholders agreement substantially in the form of Schedule 2.02(b) (the “Shareholders Agreement”);

(b)The Existing Shareholder shall appoint or elect or cause to be appointed to the board of directors of the Company (the “Board”) (i) up to three (3) individuals named by the Existing Shareholder and (ii) if and to the extent requested by Investor in writing not later than the date hereof, one (1) individual identified by Investor to the Existing Shareholder in writing, with such appointment being effective as of the Closing; and

(c)Subject to Section 2.02(d), within ten (10) Business Days after the Closing (the “Interim Period”), the Company and the Investor shall execute and deliver, or cause to be executed and delivered, a subscription document substantially in the form set forth in Schedule 2.02(e) (the “Subscription Document”), and the Investor shall become unconditionally obligated to pay the Subscription Price and the Company shall become unconditionally obligated to deliver the Subscription Shares simultaneously therewith and to register the Subscription Shares in its shareholders registry.

(d)During the Interim Period, the Warrantors undertake (i) to cause the Company to be operated in the usual and ordinary course, (ii) to not issue any dividends without the Investor’s consent, (iii) to not decide any matter to which Section 4.02(a) of the Shareholders Agreement (Voting Power) applies without the Investor’s consent and (ii) notify the Investor if the Warrantors Disclosure Schedule was materially inaccurate promptly after becoming aware of such inaccuracy.  In the event that the Company is not operated in the usual and ordinary course of business, or a disclosure set forth in the Warrantors Disclosure Schedule was materially inaccurate when made, LGI shall have the right to notify the Warrantors of its intent to renegotiate the terms of this Agreement to address such issues.  Upon such notice, the Parties shall discuss and negotiate the matter in good faith and, endeavor as soon as reasonably possible but in no event longer than thirty (30) days, to mutually agree on a settlement thereof, failing which any Party may terminate this Agreement as set forth in Section 8.05.

ARTICLE III.
Representations and Warranties Relating to the Existing Shareholder and Guarantor

Except as disclosed in the Warrantors Disclosure Schedule, each of the Existing Shareholder and the Guarantor hereby represents and warrants to Investor as follows as of the date hereof:

SECTION 3.01.  Organization and Existence.  It is duly organized and validly existing in its jurisdiction of organization.  It is duly qualified or licensed to do business in each other jurisdiction where the actions required to be performed by it hereunder makes such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or

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licensed would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on it.

SECTION 3.02.  Authorization.  Its execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part.  It has duly executed and delivered this Agreement.  This Agreement constitutes (assuming the due execution and delivery by the other Parties hereto) its valid and legally binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 3.03.  Prohibitive Litigation; Consents of the Company.(a) No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to its Knowledge, threatened, against it or any of its Affiliates, which seeks to prevent or delay the transactions contemplated hereby. No consent, approval, license, permit, order or authorization (each, a “Consent”) of, or registration, declaration or filing (each, a “Filing”) with, any Governmental Entity by it which has not been obtained or made by it in connection with its execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, other than (1) the Filings set forth in Section 3.03 of the Warrantors Disclosure Schedule and (2) such Consents and Filings the failure of which to obtain or make would not reasonably be expected to result in a Material Adverse Effect on it.

(b)It has no Knowledge to indicate that, a relevant Government Entity would oppose the Consents and Filings, that such Consents would not be obtained or that such Filings could not be made within a customary amount of time following the signing of this Agreement.

SECTION 3.04.  Non-contravention.  Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not, (i) contravene or violate any provision of its organizational documents or (ii) contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound, except for any such items which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on it.

SECTION 3.05.  Litigation.  There are no Legal Claims pending or, to its Knowledge, threatened, against or otherwise relating to it or any of its Affiliates before any Governmental Entity or any arbitrator, that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on it.  It is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on it.

SECTION 3.06.  Compliance with Laws.  (a) It has complied with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws,

4

regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval.

(b)In connection with any of the transactions contemplated in this Agreement or the business of the Relevant Companies, neither it nor any of its Affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, Governmental Entity or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose, or (2) to its Knowledge, entered into any transactions that either promoted or involved the proceeds of unlawful criminal activity.

SECTION 3.07. Title. The Existing Shareholder is the direct legal and beneficial owner of, and has good and marketable title to the Class A Shares, free and clear of all Liens other than those arising pursuant to this Agreement, and will constitute a 90% equity interest in the Relevant Companies, as of the Closing.  The Class A Shares have such rights and preferences as set forth in Section 3.07 of the Warrantors’ Disclosure Schedule.

SECTION 3.08.  Brokers. Neither it nor its Affiliates has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Investor or its Affiliates could become liable or obliged.

SECTION 3.09.  Deliveries.At or before Closing, it has caused to be delivered to Investor true, correct and complete copies of the following documents: (i) copies of all Consents or Filings listed in Section 3.03 and 4.03 of the Warrantors Disclosure Schedule , (ii) copies of all corporate resolutions required for consummation of the transactions contemplated hereby, and (iii) copies of all constituent documents of the Relevant Companies.

SECTION 3.10.  Disclosure Schedule.  The Warrantors Disclosure Schedule has been prepared by the Warrantors in good faith, and it is not deliberately misleading.

SECTION 3.11.  Solvency.  (a) The Company is not insolvent, unable to pay its debts or bankrupt and has not stopped paying its debts as and when they fall due.

(b)In respect of the Company, no order has been made and no resolution has been passed for the winding up of it or for a provisional liquidator to be appointed in respect of it and no meeting has been convened for the purposes of winding it up.

ARTICLE IV.
Representations and Warranties Relating to the
Relevant Companies

Warrantors hereby, represent and warrant to Investor as of the date hereof, except as disclosed in the Warrantors Disclosure Schedule, as follows:

5

SECTION 4.01.  Organization and Existence.Each Relevant Company, (i) is duly incorporated and validly existing under the laws of its jurisdiction of organization; (ii) has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted; and (iii) is duly qualified or licensed to transact business in each jurisdiction in which the properties owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary.

SECTION 4.02.  Identification of Relevant Companies; Investor’s Equity Interest in Chile Business.(a) The legal name, jurisdiction of organization and respective ownership of each of the Relevant Companies is set forth in Section 4.02 of the Warrantors Disclosure Schedule.  Except as set forth in Section 4.02 of the Warrantors Disclosure Schedule, the Relevant Companies do not own any direct or indirect equity ownership, participation or voting right or interest in any other Person (including any Contract in the nature of a voting trust or similar agreement or understanding or indebtedness having general voting rights) or any options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, stock appreciation rights, phantom stock, profit participation or other similar rights or Contracts in or issued by any other Person.

(b)Assuming Investor or its designee has the requisite power and authority to be the lawful owner of the Subscription Shares, upon consummation of the Closing good and valid title to the Subscription Shares shall pass to Investor or such designee, free and clear of any Liens, other than those arising from acts of Investor, its designee or its Affiliates.  As of the Closing, the Subscription Shares shall represent a ten percent (10%) equity interest in the Company on a fully diluted basis, and the Company shall hold a hundred percent (100%) equity interest in each Relevant Company, and the Relevant Companies shall hold the entirety of the Chile Business, as further contemplated by this Agreement.

SECTION 4.03.  Prohibitive Litigation; Consents of Relevant Companies No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to the Knowledge of Warrantors, threatened against any Relevant Company, which seeks to prevent or delay the transactions contemplated hereby. Except as set forth in section 4.03 of the Warrantors Disclosure Schedule, no Consent or Filing with any Governmental Entity which has not been obtained or made by any Relevant Company is required to be obtained or made by any Relevant Company in connection with the Company of the transactions contemplated hereby.

SECTION 4.04..Non-contravention.  The execution, delivery and performance of this Agreement by the Company does not, and the consummation by the Company of the transactions contemplated hereby will not, with respect to any Relevant Company, (i) contravene or violate any provision of the organizational documents of any Relevant Company or (ii) contravene or violate, in any material respect, any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any Material Contract to which any Relevant Company is a party or is bound.

(b)To the Warrantors’ Knowledge, no Relevant Company has undertaken any activities that constitute a breach of any applicable statute, law, regulation, ordinance, rule,

6

direction, order or any requirement of a Government Entity, including those relating to the environment, that would reasonably be expected to result in a Material Adverse Effect on the Relevant Companies.

SECTION 4.05.  Title to Equity Interests.Each Relevant Company is the direct legal and beneficial owner of, and has good and marketable title to, the equity interests reflected to be owned by such Relevant Company on the corporate ownership table set forth in Section 4.05 of the Warrantors Disclosure Schedule, free and clear of all Liens other than those arising pursuant to this Agreement.  Other than this Agreement, such equity interests are not subject to any voting trust agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of such interests.

(b)On their allotment and issue to the Investor the Subscription Shares will (i) rank on an equal footing in all respects with the then existing Class A Shares of the Company, except as disclosed in Section 3.07 of the Warrantors’ Disclosure Schedule (ii) will be free and clear from all Liens; and (iii) will represent 10% of the share capital of the Company on a fully diluted basis.

(c)There are no agreements, arrangements or understandings in force or securities issued which call for the present or future issue of, or grant to any person the right to require the issue of, any shares or other securities in the Company.

SECTION 4.06.  Litigation.  (a) Except as set forth in Section 4.06 of the Warrantors Disclosure Schedule, there are no material Legal Claims pending or, to the Knowledge of Warrantors, threatened, against or otherwise relating adversely to any Relevant Company before any Governmental Entity or any arbitrator (including lawsuits or complaints filed with any Government Entity by employees of GeoPark or any of its Affiliates who have been, or are or scheduled for, transfer to a Related Company).

(b)To the Knowledge of Warrantors no Relevant Company is subject to any investigation or judgment, decree, injunction, rule or order of any Governmental Entity or any arbitrator, that would reasonably be expected to result in a Material Adverse Effect on the Relevant Companies.

SECTION 4.07.  Compliance with Laws. (a)  Each Relevant Company has in all material respects complied with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval.

(b)In connection with any of the transactions contemplated in this Agreement or the business of the Relevant Companies, none of the Relevant Companies, nor any of their respective affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, Governmental Entity or instrumentality, or public international

7

organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose, or (2) to the Knowledge of the Warrantors, entered into any transactions that either promoted or involved the proceeds of unlawful criminal activity.

SECTION 4.08.  Material Contracts.  Section 4.08 of the Warrantors Disclosure Schedule sets forth a complete list of all the Material Contracts, and to the Knowledge of Warrantors,

(a)each Material Contract constitutes the valid and binding obligation of the parties thereto and is enforceable according to its terms, and

(b)none of the parties thereto are in material default in the performance or observance of any term or provision of, and no event has occurred which, with lapse of time or the giving of notice, would result in a material default under, any Material Contract.

SECTION 4.09.  Material Permits. To the Knowledge of Warrantors, the Relevant Companies have all material third party authorizations, licenses, rights of way and easements required to conduct the Oil and Gas Business on each of the Blocks.

SECTION 4.10.  Ownership of Chile Business and Titles.  Except as disclosed in Sections 1.01, 4.05, and 4.10 of the Warrantors Disclosure Schedule, to the Knowledge of Warrantors and to the extent material to the Chile Business,

(a)the Relevant Companies have good and valid title to the Chile Business, free and clear of all Liens except as set forth in Section 1.01(a)C.v. and Section 4.10(a) of the Warrantors Disclosure Schedule;

(b)no Relevant Company is a party to any Contract to (i) sell, transfer, lease, sublease or otherwise dispose of any property of the Chile Business or (ii) acquire or lease or sublease any property therein, other than those resulting from the Reorganization Process;

(c)the Titles have been validly entered into and are in full force and effect in all respects;

(d)there are no facts or circumstances, acts or omissions, that would give rise to the cancellation, forfeiture, suspension or early termination or non-renewal of any of the Titles including as follows:

(i)no Relevant Company has received any notice cancelling, forfeiting, terminating, suspending, refusing to renew, or threatening to terminate, cancel, forfeit, suspend or refuse to renew any Title to which it is a party, nor has any other party to such Title received such a notice,

(ii)no Relevant Company is in breach of the any Title to which it is a party, nor is any other party to such Title in breach thereof, and

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(iii)none of the Relevant Companies is subject to any investigation by any Government Entity relating to the breach of any law in respect of the Titles;

(e)to the Knowledge of Warrantors, there are no unpaid and overdue fees, penalties or other charges or costs in respect of the Titles which are not in the ordinary course of each of the Relevant Companies’ business, including any work and expenditure commitments and expenditure obligations imposed in relation to the Titles; and

(f)there are no royalty payments imposed by a Government Entity or third party in relation to the Titles, other than those imposed by the law and the Titles.

SECTION 4.11.  Environmental.  To the Warrantors’ Knowledge, none of the Relevant Companies has received notice of any material (a) outstanding, pending, or threatened Environmental Claims in respect of the Titles; or (b) offenses under any environmental law relating to Environmental Claims committed in the conduct of operations in respect of the Titles.

SECTION 4.12.  Brokers.  None of the Relevant Companies has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Investor or its Affiliates could become liable or obliged.

SECTION 4.13.  Legal Impediments.  To the Knowledge of Warrantors, there are no facts relating to the Company, any applicable Law or any Contract to which the Company is a party that would disqualify the Company from issuing the Subscription Shares to Investor on the terms and conditions set forth herein, or that would prevent, delay or limit the ability of the Company to perform its obligations hereunder or to consummate the transactions contemplated hereby on the terms and conditions set forth herein.

SECTION 4.14.  Intercompany Obligations.  Other than as set forth in Section 4.14 of the Warrantors Disclosure Schedule, as of January 1, 2011, there are no material debt obligations exceeding US$750,000 between any of the Relevant Companies, on the one hand, and any of Guarantor and its Affiliates (other than Affiliates that are themselves Relevant Companies), which obligations shall be paid down as indicated in the Warrantors Disclosure Schedule or as permitted by the Shareholders Agreement.  Since January 1, 2011, no new loans have been made by any Relevant Company to Guarantor or any Affiliate thereof that is not a Relevant Company, other than pursuant to the Fell Debt Instrument and Company Debt Instrument.

SECTION 4.15.  Access to information.Warrantors, directly and through their Affiliates and advisors, have granted Investor, its executives, employees, counsels and advisors, access to all material information of the Relevant Companies, its business, contracts, books, records, and documents, for purpose of allowing Investor to carry out a due diligence process on the business, operations, financial, environmental, and legal status and condition of the Chile Business and the Relevant Companies. In that process, Warrantors have not omitted or withheld any information or document that has, or shows a situation that would reasonably be expected to result in, a Material Adverse Effect on the Chile Business or the Relevant Companies.

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SECTION 4.16.  Accounts.  To the Warrantor’s Knowledge, all material information of the Relevant Companies and its business and operations requested by the auditors of GeoPark, PricewaterhouseCoopers LLP, Chartered Accountants, London (“PWC”), has been provided or made available to PWC for purposes of preparing the Accounts.  A complete copy of the Accounts is included in the Warrantors Disclosure Schedule.

SECTION 4.17.  Management Accounts.  The Management Accounts were prepared in a consistent manner with past practices, and fairly present the financial condition of the Chile Business on a consolidated basis for the periods indicated therein.

SECTION 4.18.Conduct of Relevant Companies.  To the Warrantors’ Knowledge, from the Accounts Date, other than as disclosed in the public domain, no change has occurred having a Material Adverse Effect on the Relevant Companies.

SECTION 4.19. Human Resources. To the Knowledge of Warrantors and to the extent material to the Related Companies,

(a)no dispute under any Employment Legislation or otherwise is outstanding between any Relevant Company and any of its current or former Employees relating to their employment or termination,

(b)the subscription of the Shares by the Investor and compliance with the terms of this agreement will not entitle any directors, officers or senior Employees of a Relevant Company to terminate their employment or receive any payment or other benefit,

(c)compensation and incentive schemes of the Relevant Companies were established and agreed with the corresponding Employees in good faith, on arms-length conditions and in the best interest of the Relevant Companies taken as a whole,

(d)there are no pending obligations to pay amounts in connection with any termination or variation of employment of an Employee or Director of any Relevant Company or their dependents (including redundancy payments), other than in the ordinary course of business of that Relevant Company, that may have a Material Adverse Effect,

(e)none of the Relevant Companies is involved in any dispute or negotiation regarding with any trade union, group or organization of employees or their representatives representing Employees that may have a Material Adverse Effect, other than in the ordinary course of business of the Relevant Company, and

(f)in respect of each Employee, each Relevant Company has in all material respects (i) performed all obligations and duties they are required to perform (and settled all outstanding claims) whether arising under contract, statute or Law; (ii) complied with the terms of any relevant agreement or arrangement with any trade union, employee representative or body of employees or their representatives; and (iii) maintained required records.

SECTION 4.20.  Net Debt and Working Capital. Section 4.19 of the Warrantors Disclosure Schedule fairly states the outstanding debts of the Relevant Companies including

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working capital bank debt, net of (i) all cash, cash equivalents, (ii) working capital and (iii) intercompany balances, which altogether did not exceed US$50.5 million as of January 1, 2011; but excludes (x) any debt financing obtained to fund the operations of the second rig to accelerate drilling in Chile, and (y) debts and accounts receivable of the Relevant Companies incurred on or after January 1st, 2011 in the ordinary course of business of the Relevant Companies or the Chile Business. To the Knowledge of the Warrantors, the Relevant Companies have sufficient cash for day-to-day operations for at least the six (6) months following the date of the HOA, excluding the costs of acquiring new assets and assuming there is debt financing available to fund the operations.

SECTION 4.21.  Insolvency; Liquidation.  (a) As of the date hereof, no Relevant Company is  insolvent, bankrupt, or generally unable to pay its debts as and when they fall due.

(b)In respect of each of the Relevant Companies, no order has been made and no resolution has been passed for the winding up of it or for a provisional liquidator to be appointed in respect of it and no meeting has been convened for the purposes of winding it up.

SECTION 4.22.  Taxes.To the Knowledge of Warrantors, (i) all material Tax Returns required to be filed by the Relevant Companies have been filed when due in accordance with all applicable Laws and such Tax Returns are true and complete in all material respects; (ii) the Relevant Companies have paid full in all material amounts of Taxes due and payable; (iii) and to the Knowledge of Warrantors there is no action, suit, proceeding, investigation, audit or claim now pending or threatened with respect to any material Tax with respect to the Relevant Companies.

(b)Notwithstanding any provision in this Agreement to the contrary, but without prejudice to the indemnity in  Section 8.01(f), this Section 4.22 contains all of the representations and warranties by Warrantors regarding Taxes and all Tax matters of or related to the Relevant Companies.

ARTICLE V.
Representations and Warranties of Investor

Investor represents and warrants to each of the Warrantors as of the date hereof, except as disclosed in the Investor Disclosure Schedule, as follows:

SECTION 5.01.  Organization and Existence.  It is duly organized and validly existing in its jurisdiction of organization.  It is duly qualified or licensed to do business in each other jurisdiction where the actions required to be performed by it hereunder makes such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Investor.

SECTION 5.02.  Authorization.  The execution, delivery and performance by Investor of this Agreement and the consummation by it of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part.  This Agreement has been duly executed and delivered by Investor.  This Agreement constitutes (assuming the due execution and delivery by the other Party hereto) a valid and legally binding

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obligation of Investor, enforceable against Investor in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 5.03.  Prohibitive Litigation; Consents of Investor.No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to the Knowledge of Investor, threatened, against Investor or any of its Affiliates, which seeks to prevent or delay the transactions contemplated hereby. Except as set forth in Section 5.03 of the Investor Disclosure Schedule, no Consent of, or Filing with, any Governmental Entity which has not been obtained or made by Investor is required to be obtained or made by Investor in connection with the execution and delivery of this Agreement by Investor and the consummation by Investor of the transactions contemplated hereby, other than such Consents and Filings the failure of which to obtain or make would not reasonably be expected to result in a Material Adverse Effect on Investor.

(b)It has no Knowledge to indicate that, a relevant Government Entity would oppose the Consents and Filings, that such Consents would not be obtained or that such Filings could not be made within a customary amount of time following the signing of this Agreement.

SECTION 5.04.  Non-contravention.  The execution, delivery and performance of this Agreement by Investor does not, and the consummation by Investor of the transactions contemplated hereby will not, (i) contravene or violate any provision of its organizational documents or (ii) contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound, except for any such items which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Investor.

SECTION 5.05.  Litigation.  There are no Legal Claims pending or, to Investor’s Knowledge, threatened, against or otherwise relating to Investor or any of its Affiliates before any Governmental Entity or any arbitrator, that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Investor.  Investor is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Investor.

SECTION 5.06.  Compliance with Laws.  (a)  Investor has in all material respects complied with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval.

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(b)In connection with any of the transactions contemplated in this Agreement, neither Investor, nor any of its respective affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, governmental body or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose, or (2) to the knowledge of Investor, entered into any transactions that either promoted or involved the proceeds of unlawful criminal activity.

SECTION 5.07.  Brokers.  Neither Investor nor any of its Affiliates have any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Investor or its Affiliates could become liable or obliged.

SECTION 5.08.  Available Funds; Source of Funds.  (a) At the Closing, Investor will have sufficient cash or other sources of immediately available funds to pay in cash the Subscription Price in accordance with Section 2.01(b) and for all other actions necessary for Investor to consummate the transactions contemplated in this Agreement.

(b)Neither Investor, nor, to the Knowledge of Investor, any of its officers, directors or employees, is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department and none of the funds used by Investor to consummate the transactions contemplated by this Agreement have been provided to or otherwise made available to Investor by any such person.  None of the funds used by Investor to consummate the transactions contemplated by this Agreement were derived from any activities that contravene any applicable Law, including anti-money laundering, anti-terrorism or anti-bribery laws.

SECTION 5.09.  Investigation. Investor is a sophisticated entity, knowledgeable about the industry in which the Relevant Companies operate, experienced in investments in other similar businesses and able to bear the economic risk associated with the purchase of the Subscription Shares.

(b)Subject to (c) below, in connection with the access to the information of the Relevant Companies provided to the Investor and its advisors, Investor, together with its advisors, has reviewed, studied, analyzed and otherwise independently investigated such information, performing a technical, financial, tax and legal due diligence of the Chile Business and Relevant Companies, their financial condition and prospects, and is satisfied therewith, having no requests of information to the Warrantors or the Relevant Companies that have not been satisfied, and having been provided with adequate access to the personnel, properties, premises and records of the Chile Business and the Relevant Companies for such purpose.  Investor has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations, projections or opinions of any Warrantor, any Relevant Company or any of their representatives (except the representations and warranties set forth in Article III and IV).

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(c)The Investor has not conducted and was not provided with information relating to Employees of the Relevant Companies, other than the Accounts, the Management Accounts, information that was made available to PWC for the financial due diligence and information listed or mentioned in the Warrantors Disclosure Schedule.

SECTION 5.10.  Disclaimer Regarding Projections.  Investor may be in possession of certain projections and other forecasts regarding the Relevant Companies, including but not limited to projected financial statements, cash flow items and other data of the Relevant Companies and certain business plan information of the Relevant Companies.  Investor acknowledges that there are substantial uncertainties inherent in attempting to make such projections and other forecasts and plans and accordingly is not relying on them, that Investor is familiar with such uncertainties, that Investor is taking full responsibility for making its own evaluation of the adequacy and accuracy of all projections and other forecasts and plans so furnished to it, and that Investor shall have no claim against anyone with respect thereto.  Accordingly, Investor acknowledges that, without limiting the generality of Section 5.09 or Section 7.04, neither Warrantors nor any of their Affiliates has made any representation or warranty with respect to such projections and other forecasts and plans.

SECTION 5.11.  Legal Impediments.  To the Knowledge of Investor, there are no facts relating to Investor, any applicable Law or any Contract to which Investor is a party that would disqualify Investor from obtaining control of the Subscription Shares or that would prevent, delay or limit the ability of Investor to perform its obligations hereunder or to consummate the transactions contemplated hereby on the terms and conditions set forth herein.

SECTION 5.12.  Deliveries.  At or before Closing, Investor has delivered to Warrantors true, correct and complete copies of the following documents: (i) copies of all Consents or Filings listed in Section 5.03, and (ii) copies of all corporate resolutions required for consummation of the transactions contemplated hereby.

ARTICLE VI.
Covenants

SECTION 6.01.  Confidentiality; Publicity.  (a) Investor acknowledges that the information being provided by the Warrantors and the Relevant Companies to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the confidentiality agreement of January 11th, 2010 between GeoPark and Investor (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference.  In the event of a conflict between the Confidentiality Agreement and this Agreement, the terms of this Agreement shall govern.  No Party will make any public announcement or issue any public communication (including interviews with the media and, prior to Closing, announcements or communications to employees of the Relevant Companies) regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the other Party (which consent shall not be unreasonably withheld); provided, however, that a Party shall be permitted to make any announcement or other communication as required by applicable Law, legal process or  rules of any national securities exchange, in which case the Party required to make the announcement or communication shall make its best effort to either (i) coordinate with the other Party or communicate such announcement to the other Party prior to making such

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announcement or communication or (ii) if reasonable efforts shall first have been made to coordinate such announcement with the other Party, communicate such announcement or communication to the other Party as soon as reasonably practicable following such announcement or communication.

SECTION 6.02.  Expenses.  Except as otherwise provided in this Agreement, whether or not the Closing takes place, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, including any fees, expenses or other payments incurred or owed by a Party to any brokers, financial advisors or comparable other persons retained or employed by such Party in connection with the transactions contemplated by this Agreement and, in respect of Investor, its due diligence costs

SECTION 6.03.  Further Actions.  (a)  Subject to the terms and conditions of this Agreement, each Party agrees to use its best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement in the most expeditious and cost efficient manner practicable, having regard to the best interests of the Company.

(b)Subject to any relevant confidentiality obligations each Warrantor shall promptly inform Investor and Investor shall promptly inform each Warrantor of any material communication made to, or received by it from, any Governmental Entity regarding any of the transactions contemplated hereby.

(c)Upon the reasonable request of any other Party, Investor agrees to provide evidence confirming the statements of Investor set forth in Section 5.08(b).

(d)In the event that, for any reason, a Relevant Company is not a party to any of the Material Contracts at the time of Closing, each of the Warrantors and the Relevant Company agrees to use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to transfer such Material Contract to the Relevant Company, in the most expeditious and cost efficient manner practicable, having regard to the best interests of the Relevant Company.

SECTION 6.04. Knowledge of Claims.  (a)  If (a) prior to the Closing, any Warrantor (including any of its employees, representatives, lawyers, accountants and other advisors) has actual knowledge of any breach of this Agreement by, or claim that may be asserted hereunder against, Investor or Investor (including any of its employees, representatives, lawyers, accountants and other advisors) has actual knowledge of any breach of this Agreement by, or any claim that may be asserted hereunder against, a Warrantor or the Company (including, in both cases, claims for breach of any representation, warranty or covenant or for indemnification under Article VIII) and (b)  the Party having such knowledge (the “knowing party”)  proceeds with the Closing notwithstanding such breach, then the knowing party shall be deemed to have irrevocably waived all rights in connection therewith and the knowing party and its successors, assigns and Affiliates shall have no right to (x) assert any claim pursuant to Article VIII, (y) to

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sue for damages or (z) to otherwise assert any other right or remedy for any losses or other matters arising from or relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

(b)A knowing party shall have no right to delay Closing or to exercise any other right or remedy to it which may be entitled in connection with such a breach, unless prior to the Closing, such knowing party provides notice to the other Parties of such material breach.  Upon such notice, the Parties shall discuss and negotiate the matter in good faith and, endeavor as soon as reasonably possible but in no event longer than [thirty (30) days], to mutually agree on a settlement thereof, failing which the knowing party (if otherwise in compliance with this Agreement) may  terminate this Agreement as set forth in Section 8.05.

(c)For purposes of this Section, it shall not be deemed as being known by any Party hereto, any matter communicated by the other Party by means other than (1) such Party’s disclosure schedule (including, for the avoidance of doubt, the contents of documents listed or mentioned therein or attached thereto), (2) documents received in the course of its due diligence, (3) management presentations and written communications to a Representative of such Party from a Representative of the other Party, and (4) matters set forth in this Agreement, the Shareholders Agreement, and any other instrument or agreement executed by the Parties in connection herewith.

SECTION 6.05.  Completion of Reorganization Process.

(a)As soon as reasonably possible, Guarantor agrees to exercise its best efforts to substantially complete, or cause to be substantially completed, in a cost-efficient manner, the pending assignments and transfers to GeoPark Fell SpA of the Material Contracts listed in Section 4.10 of the Warrantors Disclosure Schedule within ninety (90) days after Closing and the pending assignments and transfers of all other Contracts of the Chile Business within 6 (six) months after Closing, subject to any delays caused by a Government Entity or other event or circumstance beyond Guarantor’s reasonable control.  Within 10 (ten) Business Days after Closing, Guarantor shall provide a list the contracts and assets essential to conduct the Chile Business as it has been conducted in the past and inform the Investor as to the status of each pending assignment and transfer.

(b)Guarantor agrees to indemnify the Investor (in proportion to the Investor’s equity interest in the Company) for any actual Damages suffered by the Relevant Companies as a direct consequence of a failure to comply with Section 6.05(a).  The Cap, Basket and Material Threshold set forth in Section 8.01 shall apply to the foregoing indemnity in aggregation with all other claims.

ARTICLE VII.
Survival and Release

SECTION 7.01.Survival of Claims.  All representations, warranties, covenants and agreements of the Parties contained in this Agreement (other than covenants and agreements which by their terms are to be performed after Closing, which shall survive for the applicable statute of limitations period) shall terminate 24 (twenty-four) months after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after 24 (twenty-four)

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months after the Closing Date, except that the representations and warranties set forth in Section 4.22 (Taxes) shall terminate 6 (six) years after the Closing Date and there shall be no liabilities or obligations with respect thereto from and after 6 (six) years after the Closing Date.

SECTION 7.02.  Release.  The Company expressly disclaims, and, except for those express representations and warranties contained in Article III and Article IV, Warrantors expressly disclaim any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the Relevant Companies or the Subscription Shares and other incidents of the Relevant Companies and their assets.

SECTION 7.03.  Certain Limitations.  Notwithstanding anything in this Agreement to the contrary:

(a)No Representative, Affiliate of, or direct or indirect equity owner in, any Party shall have any personal liability to the other Party or any other Person as a result of the breach by the first Party of any representation, warranty, covenant, agreement or obligation herein; and

(b)Notwithstanding anything to the contrary contained in this Agreement, no Party shall be liable for special, punitive, exemplary, incidental, consequential or indirect damages, or lost profits, or losses calculated by reference to any multiple of earnings or earnings before interest, tax, depreciation or amortization (or any other valuation methodology), whether based on contract, tort, strict liability, other Law or otherwise and whether or not arising from the other Party’s sole, joint or concurrent negligence, strict liability or other fault for any matter relating to this Agreement and the transactions contemplated hereby; provided, however that the limitations provided for by this Section shall not apply to, and shall be of no force or effect with respect to, (i) any claim arising from the fraud by any Person, and (ii) any claim by any Party against any other Party  (A) to seek specific performance of their obligations under this Agreement, as provided in Section 9.06 or (B) for monetary damages in the event of such other Party’s failure to consummate the Closing, pay the Subscription Price and deliver the Subscription Shares in accordance with the terms and conditions of this Agreement.

SECTION 7.04.Exclusive Representations and Warranties.  It is the explicit intent of each Party hereto that no Party is making any representation or warranty whatsoever, express or implied, except those representations and warranties expressly set forth in Article III and Article IV (in the case of each Warrantor) and Article V (in the case of Investor).

ARTICLE VIII.
Indemnification, Termination, Amendment and Waiver

SECTION 8.01.  Indemnification by Warrantors.  (a)  From and after the Closing, subject to the other provisions of this Article VIII, Warrantors hereby indemnify Investor and its officers, directors, employees and Affiliates and the Relevant Companies (collectively, the “Indemnified Investor Persons”) and to hold each of them harmless from and against, any and all Damages suffered, paid or incurred by such Indemnified Investor Person and caused by (i) any breach of any of the representations and warranties made by the Existing Shareholder and the Guarantor to the Investor in Article III, (ii) any breach of any of the representations and

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warranties made by the Warrantors to Investor in Article III or Article IV or (iii) any other breach by the |Warrantors of this Agreement.

(b)Notwithstanding anything to the contrary contained in this Section, the Warrantors shall be liable with respect to any claim pursuant to this Section 8.01:

(i)only if, and then only to the extent that, the aggregate Damages to all Indemnified Investor Persons with respect to all claims pursuant to this Section 8.01 exceed US$700,000 (Seven Hundred Thousand Dollars) (the “Basket”);

(ii)only with respect to individual items where the Damages relating thereto are in excess of US$500,000 (Five Hundred Thousand Dollars) (the “Minimum Threshold Amount”) (any items less than the Minimum Threshold Amount shall not be aggregated for the purposes of the immediately preceding clause (i)); and

(iii)only with respect to claims for indemnification under this Section 8.01 made on or before the expiration of the survival period pursuant to Section 7.01 for the applicable representation or warranty or covenant.

(c)In no event shall the Indemnified Investor Persons at any time be entitled to aggregate Damages in excess of 50% (fifty percent) of the Subscription Price for all claims (such amount, so reduced, the “Cap”).

(d)In no event shall Warrantors be obligated to indemnify the Indemnified Investor Persons with respect to Damages arising from the fraud in connection with, or intentional and bad faith breach of, this Agreement by any of the Indemnified Investor Persons.

(e)This Section is subject to the waivers in, and limitations and other terms of, Section 6.04, Section 7.03(b), and Section 8.04(e).

(f)The Guarantor shall indemnify the Investor for the following amounts, in proportion to the Investor’s equity interest in the Company at the time the amount is paid:

(i)any capital gains or similar Tax the Company pays to any Tax Authority in Chile in connection with the subscription by the Investor of the Subscription Shares, and

(ii)any payment made by a Relevant Company to AES in consideration of the US$ 3,250,000 private royalty, as accounted for by PWC in preparing the Accounts.

SECTION 8.02.  Indemnification by Investor.  (a)  From and after the Closing, subject to the other provisions of this Article VIII, Investor agrees to indemnify Warrantors and its officers, directors, employees and Affiliates (including the Relevant Companies) (collectively, the “Indemnified Warrantor Persons”) and to hold each of them harmless from and against, any and

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all Damages suffered, paid or incurred by such Indemnified Warrantor Person and caused by (i) any breach of any of the representations and warranties made by Investor to Warrantors in Article III or Article IV or (ii)  any other breach by Investor of this Agreement.

(b)Notwithstanding anything to the contrary contained in this Section, the Investor shall be liable with respect to any claim pursuant to this Section 8.02:

(i)only if, and then only to the extent that, the aggregate Damages to all Indemnified Warrantor Persons with respect to all claims for indemnification pursuant to this Section 8.02  exceeds US$700,000 (Seven Hundred Thousand Dollars) (the “Basket”);

(ii)only with respect to individual items where the Damages relating thereto are in excess of US$500,000 (Five Hundred Thousand Dollars) (the “Minimum Threshold Amount”) (any items less than the Minimum Threshold Amount shall not be aggregated for the purposes of the immediately preceding clause (i)); and

(iii)only with respect to claims for indemnification under this Section 8.02 made on or before the expiration of the survival period pursuant to Section 7.01 for the applicable representation or warranty or covenant.

(c)In no event shall the Indemnified Warrantor Persons at any time be entitled to aggregate Damages in excess of 50% (fifty percent) of the Subscription Price less previously indemnified amounts under this Section 8.02 (such amount, so reduced, the “Cap”).

(d)In no event shall Investor be obligated to indemnify the Indemnified Warrantor Persons with respect to Damages arising from the fraud in connection with, or intentional and bad faith breach of, this Agreement by any of the Indemnified Warrantor Persons.

(e)This Section is subject to the waivers in, and limitations and other terms of, Section 6.04, Section 7.03(b), and Section 8.04(e).  Indemnification Procedures.(a)  If an Indemnified Investor Person or an Indemnified Warrantor Person (each, an “Indemnified Person”) believes that a claim, demand or other circumstance exists that has given or may reasonably be expected to give rise to a right of indemnification under this Article VIII (whether or not the amount of Damages relating thereto is then quantifiable), such Indemnified Person shall assert its claim for indemnification by giving written notice thereof (a “Indemnification Claim Notice”) to the party from which indemnification is sought (the “Indemnifying Party”) (i) if the event or occurrence giving rise to such claim for indemnification is, or relates to, a claim, suit, action or proceeding brought by a Person not a Party or affiliated with any such Party (a “Third Party”), within ten (10) Business Days following receipt of notice of such claim, suit, action or proceeding by such Indemnified Person, or (ii) if the event or occurrence giving rise to such claim for indemnification is not, or does not relate to, a claim, suit, action or proceeding brought by a Third Party, within thirty (30) days after the discovery by the Indemnified Person of the circumstances giving rise to such claim for indemnity.  The failure of an Indemnified Person to provide a Indemnification Claim Notice within ten (10) Business Days or thirty (30) days (as applicable) shall not release, waive or otherwise affect an Indemnifying Party’s indemnity

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obligation hereunder, except to the extent the Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure.  Each Indemnification Claim Notice shall describe the claim in reasonable detail.

(b)If any claim or demand by an Indemnified Person under this Article VIII relates to an action or claim filed or made against an Indemnified Person by a Third Party, the Indemnifying Party may elect at any time to negotiate a settlement or a compromise of such action or claim or to defend such action or claim, in each case at its sole cost and expense and with its own counsel; provided, (i) that such settlement or compromise shall include a waiver and release by the Third Party of all Indemnified Persons; (ii) that the Indemnifying Party’s retention of counsel shall be subject to the consent of the Indemnified Person if such counsel creates a direct legal conflict with an Indemnified Person or an unreasonable risk of disclosure of confidential information concerning an Indemnified Person, which consent shall not be unreasonably withheld, conditioned, or delayed; and (iii) that any such settlement or compromise shall be permitted hereunder only with the consent of the Indemnified Person, which shall not be unreasonably withheld, conditioned or delayed.  If, within thirty (30) days of receipt from an Indemnified Person of any Indemnification Claim Notice with respect to a Third Party action or claim, the Indemnifying Party (i) advises such Indemnified Person in writing that the Indemnifying Party shall not elect to defend, settle or compromise such action or claim or (ii) fails to make such an election in writing, such Indemnified Person may (subject to the Indemnifying Party’s continuing right of election in the preceding sentence in the event of a material and adverse change in such Third Party action or claim), at its option, defend, settle or otherwise compromise or pay such action or claim; provided, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.  Unless and until the Indemnifying Party makes an election in accordance with this Section 8.03(b) to defend, settle or compromise such action, all of the Indemnified Person’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Damages subject to indemnification hereunder to the extent provided herein and borne by the Indemnifying Party and payable monthly or as legal bills are received by the Indemnified Person and tendered to the Indemnifying Party.  Each Indemnified Person shall make available to the Indemnifying Party all information reasonably available to such Indemnified Person relating to such action or claim.  In addition, the Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim.  The Party in charge of the defense shall keep the other Parties fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.  If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Person shall be entitled to participate in such defense with counsel reasonably acceptable to the Indemnifying Party, at such Indemnified Person’s sole cost and expense.

SECTION 8.04.  Indemnification Generally; Guarantees.  (a) Each Indemnified Person shall be obligated in connection with any claim for indemnification under this Article VIII to, as soon as reasonably practicable, use all commercially reasonable efforts to obtain any insurance proceeds available to such Indemnified Person with regard to the applicable claims and to recover any amounts to which it may be entitled in respect of the applicable claims pursuant to contractual or other indemnification rights that it may have against Third Parties.  The amount which the Indemnifying Party is or may be required to pay to any Indemnified Person pursuant to

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this Article VIII shall be reduced (retroactively, if necessary) by any insurance proceeds, tax benefits or other amounts recovered by or on behalf of such Indemnified Person in mitigation of, or related to, the related Damages, after accounting for the costs of obtaining such insurance.  If an Indemnified Person shall have received the payment required by Article VIII of this Agreement from the Indemnifying Party in respect of Damages and shall subsequently receive insurance proceeds, tax benefits or other amounts in respect of such Damages, then such Indemnified Person shall promptly repay to the Indemnifying Party a sum equal to the amount of such insurance proceeds, tax benefits or other amounts actually received, after deducting the costs of obtaining such insurance.

(b)In addition to the requirements of Section 8.04(a), each Indemnified Person shall be obligated in connection with any claim for indemnification under this Article VIII to use all commercially reasonable efforts to mitigate Damages upon and after becoming aware of any event which could reasonably be expected to give rise to such Damages.

(c)Subject to the rights of any Person providing insurance as contemplated by Section 8.04(a) above, the Indemnifying Party shall be subrogated to any right of action that the Indemnified Person may have against any other Person with respect to any matter giving rise to a claim for indemnification hereunder.

(d)If before the Closing, a Warrantor has knowledge of the existence of a claim or other event or occurrence in respect of which an Indemnified Warrantor Person would be entitled to assert a claim under this Article VIII or if Investor has knowledge of the existence of a claim or other event or occurrence in respect of which an Indemnified Investor Person would be entitled to assert a claim under this Article VIII, such claim may not be asserted unless the Party having such knowledge has submitted a notice in respect thereof in accordance with Section 6.04(b) and such claim shall be subject to any settlement reached in accordance with Section 6.04(b).

(e)The indemnification provided in this Article VIII shall be the exclusive post-Closing remedy available to any Party hereto with respect to any breach of any representation, warranty, covenant or agreement in this Agreement, or otherwise in respect of the transactions contemplated by this Agreement, except (X) in case of a breach of Section 2.02(e), Section 6.01 [confidentiality], or Section 6.03 [further action], for which the remedy of specific performance may be sought, or (Y) as otherwise expressly provided in this Agreement.  In furtherance of the foregoing,

(i)Investor hereby waives (on behalf of itself, each of its Affiliates, and each Indemnified Investor Person), from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against any Warrantor, Relevant Company or Affiliate thereof (including officers, directors, advisors and representatives thereof) arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any applicable Law (including any relating to environmental matters) or otherwise (except

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pursuant to the indemnification provisions set forth in this Article VIII), and

(ii)Warrantors hereby waive (on behalf of themselves, each Relevant Company, each of their Affiliates, and each Indemnified Warrantor Person), from and after the Closing, any and all rights, claims and causes of action (other than claims of, or causes of action arising from, fraud) it may have against Investor or any Affiliate thereof (including their officers, directors, advisors and representatives) arising under or based upon this Agreement, any document or certificate delivered in connection herewith, any applicable Law (including any relating to environmental matters) or otherwise (except pursuant to the indemnification provisions set forth in this Article VIII).

(f)It is expressly understood and agreed that, from and after the Closing, neither Warrantors nor any of the Warrantor’s Affiliates shall be entitled to any indemnification, right of contribution or other right of recovery from any Relevant Company in connection with any claim made by any Indemnified Investor Person against the Company hereunder, all of which are hereby irrevocably and unconditionally waived and released by the Warrantors (on behalf of themselves and their Affiliates).

SECTION 8.05.  Termination.  This Agreement may be terminated:

(a)at any time prior to the Closing Date by mutual written agreement of the Parties;

(b)by any Party by giving written notice to the other Parties if any Governmental Entity or arbitrator shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the consummation of any of the transactions contemplated by this Agreement, and such order, decree, ruling or other Action shall not be subject to appeal or shall have become final and unappealable;

(c)by Investor in the event of fraud by any of the Warrantors and by any Warrantor in the event of fraud in connection with this Agreement by the Investor; and

(d)in accordance with Section 2.02(d) or Section 6.04(b).

SECTION 8.06.Effect of Termination.  (a)  If this Agreement is terminated as permitted by Section 8.05, such termination shall be without liability of any Party to the other Parties, except liability for any breach of any representations, warranties, covenants or other agreements under this Agreement prior to such termination.

(b)If this Agreement is terminated by a Party pursuant to Section 8.05(c) or Section 8.05(d), written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

22

(c)If this Agreement is terminated, Investor shall (i) return all documents and other material received from Warrantors, its Affiliates or their advisors or representatives relating to the Relevant Companies and transactions contemplated by this Agreement, whether so obtained before or after the execution of this Agreement, to Warrantors, or (ii) destroy all copies of the foregoing documents and materials, and deliver a certificate to Warrantors confirming such destruction; and (iii) continue to treat all confidential information received by Investor and its Affiliates and their Representatives with respect to the Relevant Companies in accordance with the Confidentiality Agreement, which shall remain in full force and effect notwithstanding the termination hereof.

(d)If this Agreement is terminated, this Agreement shall become null and void and of no further force and effect, except for the following provisions which shall survive such termination:  Section 6.01 (Confidentiality; Publicity); Section 6.02 (Expenses); Section 8.04(e) and Section 8.04(f) (Indemnification Generally; Guarantees); Section 8.05 (Termination); this Section 8.06 (Effect of Termination) and Article IX (Miscellaneous).

SECTION 8.07.  Amendments and Waivers.  This Agreement may not be amended except by an instrument in writing signed on behalf of the Parties.  Each Party may, by an instrument in writing signed on behalf of such Party, waive compliance by any other Party with any term or provision of this Agreement that such other Party was or is obligated to comply with or perform.  No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

ARTICLE IX.
Miscellaneous

SECTION 9.01.  Notices.  All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed, addressed, or telefaxed:

(a)if to Investor, to:

c/o LG International Corp.

LG Twin Towers, 20, Yoido-dong, Youngdungpo-gu,

Seoul, Korea 150-721

Attention:  Eung-Kyu Lee

Fax:  +82 2 3773 5839

with a copy to:

c/o Blake Dawson

2 The Esplanade Perth WA 6000 Australia

DX 169 Perth

Attention: Rupert Lewi

Fax:  +61 8 9366 811

23

and

Larrain y Asociados

Av. El Bosque Sur N° 130 12th Floor

Las Condes. Santiago, Chile

Attention : Ricardo Pena

Fax : +56 2 203 1246

24

(b)if to Company or any Warrantor, to:

c/o GeoPark Argentina Limited

Florida 981 – 5th Floor

Buenos Aires (C1005AAS), Argentina

Attention: James F. Park/Martín Pérez de Solay

Fax: +5411 4312 0149

with a copy to:

Baker & McKenzie LLP

815 Connecticut Avenue
NW, Washington, DC 20006
Attention:Marian M. Hagler
Fax:  +1202 416 6966

and

Barros & Errázuriz Abogados

Isidora Goyenechea 2.939, Las Condes
Santiago, Chile, 7550101
Attention: Bernardo Simian
Fax:  +(562)3620386

Each such notice, request or other communication shall be given (i)  by hand delivery, (ii) by internationally recognized courier service or (iii) by telefax, receipt confirmed (with a confirmation copy to be sent by first class mail; provided that the failure to send such confirmation copy shall not prevent such telefax notice from being effective).  Each such notice, request or communication shall be effective (i) if delivered by hand or by internationally recognized courier service, when delivered at the address specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party) and (iii) if given by telefax, when such telefax is transmitted to the telefax number specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party), and the appropriate confirmation is received; provided that notices received on a day that is not a Business Day or after the close of business on a Business Day will be deemed to be effective on the next Business Day.

SECTION 9.02.  Severability.  The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.  If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid or enforceable, such provision, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

SECTION 9.03.  Counterparts.  This Agreement may be executed in four or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be

25

considered one and the same agreement.  Delivery of an executed signature page of this Agreement by facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.04.  Entire Agreement; No Third Party Beneficiaries.  This Agreement (together with the written agreements, Schedules and certificates referred to herein or delivered pursuant hereto) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, including the HOA; provided, however that, for the avoidance of doubt, the Framework Agreement for Latin American Strategic Group Partnership, dated March 5, 2010 shall continue to apply for purposes other than the particular transactions contained herein.  Except as provided in Article VIII, this Agreement is for the sole benefit of the Parties and their permitted assigns and is not intended to confer upon any other Person (including any employee of the Relevant Companies) any rights or remedies hereunder.

SECTION 9.05.  Governing Law.  This Agreement and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the laws of the State of New York without regard to the conflict of laws rules that would result in the application of different laws; provided that the administrative matters and corporate formalities required to effect the transfer of title of the Subscription Shares to Investor shall be governed by Chile law.

SECTION 9.06.  Specific Performance.  The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate.  Accordingly, it is agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof.

SECTION 9.07.  Arbitration; Consent to Jurisdiction.  (a)  The Parties hereby agree that any controversy or claim arising out of this Agreement between Investor, on the one hand, and one or more of the Company and the Warrantors, on the other, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.  The seat of the arbitration shall be in City of New York, New York, U.S.A. and the language of arbitration shall be English.

(b)Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Each of the Parties hereto knowingly, voluntarily and irrevocably submits to the jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Each Party further agrees that service of any process, summons, notice or document by registered or certified mail or internationally recognized courier service to its address set forth in Section 9.01, or by any means reasonably calculated to effect notice, will be effective service of process for any action or proceeding brought against the other Party in any such court.

SECTION 9.08.  Assignment.  Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Party; provided, however, that any Party may assign this Agreement to any

26

Affiliate of such Party, as long as such Party guarantees the performance by such Affiliate of all such Party’s obligations hereunder, in a manner reasonably satisfactory to the other Party.

SECTION 9.09.  Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 9.10.  Schedules and Exhibits.  Except as otherwise provided in this Agreement, all Exhibits and Schedules referred to herein are intended to be and hereby are made a part of this Agreement. Any disclosure in any Party’s Schedule under this Agreement corresponding to and qualifying a specific numbered paragraph or Section hereof shall be deemed to correspond to and qualify any other numbered paragraph or Section relating to such Party.  Certain information set forth in the Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement.  The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

GEOPARK CHILE S.A.
	by:
		/s/ James F. Park
		Name:	James F. Park
		Title:	Chairman
GEOPARK HOLDINGS LIMITED
	by:
		/s/ James F. Park
		Name:	James F. Park
		Title:	CEO
GEOPARK CHILE LIMITED AGENCIA EN CHILE
	by:
		/s/ James F. Park
		Name:	James F. Park
		Title:	Legal Representative
LG INTERNATIONAL CORP
	by:
		/s/ Young Bong Ha
		Name:	Young Bong Ha
		Title:	President & CEO

Schedule 1.01

Defined Terms

As used in the Agreement, the following terms have the following meanings:

“Accounts” means, the audited consolidated balance sheet of the Group as at the Accounts Date and the audited consolidated profit and loss statement of the Group for the year ended on the Accounts Date, including any notes to them and any statement or report (including any directors’ declaration and any auditor’s report).

“Accounts Date” means December 31, 2010.

“Affiliate” of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” means this Agreement, including the Schedules and Exhibits hereto, as it may be amended from time to time.

“Basket” has the meaning ascribed in Section 8.01 (b )(i) or Section 8.02(b )(i), as the context requires.

“Blocks” means each of the Fell Block, Otway Block and Tranquilo Block.

“Board” has the meaning ascribed in Section 2.02(b ).

“Business Day” means any day other than a Saturday or Sunday or any day banks in Chile, New York or , Bermuda or Seoul, Republic of Korea are authorized or required to be closed.

“Cap” has the meaning ascribed in Section 8.01(c) or Section 8.02(c), as the context requires.

“Chile” means the Republic of Chile.

“Chile Business” means the ongoing Oil and Gas Business conducted by GeoPark’s Affiliates in connection with the operatorship and direct working interests in the Fell Block (100%), Otway Block (25%) and Tranquilo Block (at least 25%), including all existing P1, P2 and P3 reserves, development potential, exploration and rights resulting therefrom, and all material assets and liabilities related thereto as of January 1, 2011, as well as the right to acquire blocks in Tierra del Fuego and the right to increase working interests in the Tranquilo Block (if applications for such rights are granted), which Warrantors or their Affiliates have bid prior to the Closing, and all costs and obligations relating to the Chile Business assets, including all indebtedness and obligations, all costs of establishing the Relevant Companies (including without limitation legal and accounting fees) and a reasonable share of the costs of the Reorganization Process, and all acquisition costs relating to the successful acquisition of Tierra del Fuego blocks and/or additional interests in the Tranquilo Blocks, but excluding (for the avoidance of doubt) any costs of Investor or its Affiliates in conducting due diligence, and the

costs of any Party in negotiating the transactions contemplated hereby and performing its obligations hereunder.

“Class A Shares” means the Class A shares identified as such in the bylaws of the Company and having such rights, privileges and preferences as stated therein and under applicable Law.

“Closing” has the meaning ascribed in Section 2.01 (d).

“Closing Date” has the meaning ascribed in Section 2.01 (d).

“Company” has the meaning ascribed in the preamble, and shall include and shall include its legal successors and permitted assigns.

“Company Debt Instrument” has the meaning ascribed in the Shareholders Agreement.

“Confidentiality Agreement” has the meaning ascribed in Section 6.0 I.

“Consent” has the meaning ascribed in Section 3.03.

“Contract” means any written contract, lease, license, evidence of indebtedness, mortgage, indenture, purchase order, binding bid, letter of credit, security agreement, undertaking or other agreement that is legally binding.

“Control” or “control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Damages” means any and all claims, injuries, lawsuits, liabilities, losses, damages, judgments, fines, penalties, costs and expenses, including the reasonable fees and disbursements of counsel (including fees of attorneys and paralegals, whether at the pre-trial, trial, or appellate level , or in arbitration) and all amounts reasonably paid in investigation, defense, or settlement of any of the foregoing.

“Employee” means any person employed by any Relevant Company under a contract of employment, as well as any other individuals that are or have been deemed by the Employment Legislation to have an employment relationship with any Relevant Company.

“Employment Legislation” means any legislation, rules and regulations applying in Chile affecting contractual or other relations between employers and their employees including, but not limited to, any legislation and any amendment, extension or re-enactment of such legislation.

“Environmental Claims” means all costs, charges, expenses, taxes and claims associated with any environmental restoration, amelioration and decommissioning activities required in respect of the Titles.

“Existing Shareholder” has the meaning ascribed in the preamble.

“Fell Debt Instrument” has the meaning ascribed in the Shareholders Agreement.

“Filing” has the meaning ascribed in Section 3.03.

“GeoPark” has the meaning ascribed in the preamble.

“Governmental Entity” means any federal, state, provincial or local governmental authority, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“Group” means GeoPark and its subsidiaries.

“Guarantor” has the meaning ascribed in the preamble.

“HOA” has the meaning ascribed in the recitals.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“Indemnification Claim Notice” has the meaning ascribed in Section 8.03(a).

“Indemnified Investor Persons” has the meaning ascribed in Section 8.01 (a).

“Indemnified Persons” has the meaning ascribed in Section 8.03(a).

“Indemnified Warrantor Persons” has the meaning ascribed in Section 8.02(a).

“Indemnifying Party” has the meaning ascribed in Section 8.03(a).

“Investor” has the meaning ascribed in the preamble.

“Investor Disclosure Schedule” means the schedule attached hereto as Schedule 5.0.

“knowing party” has the meaning ascribed in Section 6.04(a).

“Knowledge” means, (i) in the case of Warrantors, the actual knowledge after having made reasonable inquiry of the individuals listed in Section I. I (a) of Warrantors Disclosure Schedule, and (ii) in the case of Investor, the actual knowledge after having made reasonable inquiry of the individuals listed in Section 1.1(b) of the Investor Disclosure Schedule.

“Law” means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Entity directly applicable to such Person or any of its respective properties or assets, as amended from time to time.

“Legal Claim” means any demand, claim, action, legal proceeding (whether at law or in equity), investigation or arbitration.

“Lien” means any mortgage, pledge, assessment, security interest, lien, adverse claim, levy, encroachment, right of first option, or other similar encumbrance or restriction.

“Management Accounts” means the unaudited consolidated balance sheets and profit and loss accounts statements of the Chile Business for the years 2008, 2009 and 2010, and for the quarter period ended on March 31, 20 1 I.

“Material Adverse Effect” on a Person means an effect that is materially adverse to (i) such Person’s business, property or financial condition; (ii) such Person’s ability to perform its obligations under this Agreement (if a Party); or (iii) such Person’s ability to consummate the transactions contemplated under this Agreement (if a Party).

“Material Contracts” means the Contracts of any of the Relevant Companies to which any of the following applies: (A) it involves petroleum exploration, development, appraisal, production, transportation, and/or offtake, leasing of rigs or leasing of any other hydrocarbon processing facilities; or (B) it is required to conduct the Chile Business in any material respect; or (C) it is such that its termination would have a Material Adverse Effect on the Relevant Company.

“Minimum Threshold Amount” has the meaning ascribed in Section 8.01(b)(ii) or Section 8.02(b )(ii), as the context requires.

“Oil and Gas Business” means the business of acquiring, exploring, exploiting, developing, producing, operating, transporting and disposing of interests in oil, natural gas, liquefied natural gas and other hydrocarbon properties or products produced in association with any of the foregoing; and (b) any business relating to oil and gas field sales and service.

“Parties” has the meaning ascribed in the preamble.

“Person” means any individual, corporation, partnership, joint venture, trust, association, organization, Governmental Entity or other entity.

“PWC” has the meaning ascribed in Section 4.16.

“Relevant Companies” means those companies holding the Chile Business, namely, the Company, GeoPark Fell SpA, a company organized under the laws of Chile, and GeoPark Magallanes Limitada, a limited liability company organized under the laws of Chile.

“Reorganization Process” means the organizational restructuring process which involves the transfer of the Chile Business into the Relevant Companies.

“Representatives” means, as to any Person, the officers, directors, managers, employees, counsel, accountants, financial advisers and consultants of such Person.

“Shareholders Agreement” has the meaning ascribed in Section 2.02(a).

“Subscription Price” has the meaning ascribed in Section 2.01 (b).

“Subscription Shares” has the meaning ascribed in the recitals.

“Tax” or “Taxes” means any federal, state, local, profits, income, franchise, withholding, ad valorem, personal property (tangible and intangible), employment, payroll, sales and use, social security, disability, occupation, real property, severance, stamp, excise and other taxes, charges, levies or other assessments imposed by a Taxing Authority, including any interest, penalty or addition thereto.

“Tax Return” means any return, report or similar statement filed with a Taxing Authority with respect to any Taxes (including any attached schedules), including any information return, claim for refund, amended return and declaration of estimated Tax.

“Tax Warranties” means the warranties set out in Section 4.22.

“Taxing Authority” means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for Investor or subdivision.

“Third Party” has the meaning ascribed in Section 8.03(a).

“Titles” means each of the titles, concessions and/or contracts pursuant to which a Chilean Government Entity authorizes the Relevant Companies to conduct the Oil and Gas Business on the Blocks, including each Special Operation Contract for the Exploration and Exploitation of Hydrocarbon Fields (Contrato Especial de Operación Para Ia Exploración y Explotación de Yacimientos de Hidrocarburos) entered into by the Relevant Companies in relation to the Blocks, whether they were acquired from the government or by assignment.

“US$” or “Dollars” means the lawful currency of the United States of America.

“Warrantors” has the meaning ascribed in the preamble.

“Warrantors Disclosure Schedule” means the schedule attached hereto as Schedule 3.0.

EX-10.7

Exhibit 10.7

SHAREHOLDERS’ AGREEMENT

by and among

GeoPark Chile S.A.

GeoPark Chile Limited Agencia en Chile

and

LG International Corp.

Dated as of May 20th, 2011

TABLE OF CONTENTS

	Page
ARTICLE I. Definitions and Rules of Construction	1
ARTICLE II. Purpose of the Company	2
ARTICLE III. Representations and Warranties	2
ARTICLE IV. Board; Approval of certain matters; Conflict with by-laws; Management and Secondment	4
ARTICLE V. Pre-emptive Rights; LGI Line of Credit; Dividends; Annual Funding; Recovery Mechanism	10
ARTICLE VI. Transfer Rights and Restrictions	11
ARTICLE VII. Termination of Shareholders’ Agreement	15
ARTICLE VIII. Non-Competition	16
ARTICLE IX. Miscellaneous	17
Schedules
Schedule 1.01 Defined Terms	24
Schedule 4.05(e)(i) Terms of Existing Intercompany Balances as of December 31, 2010	29
Schedule 4.05(e)(iv) Terms of Fell Loan Agreement	30
Schedule 4.05(e)(v) Terms of Company Debt Instrument	32

i

This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated as of May 20, 2011 and is by and among (1) GeoPark Chile S.A. a sociedad anónima organized under the laws of Chile (the “Company”), (2) GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda (“Agencia” or the “GeoPark Shareholder”), and (3) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (the “LGI Shareholder”, and together with the GeoPark Shareholder, the “Shareholders” and together with the GeoPark Shareholder and the Company, the “Parties”).

RECITALS

WHEREAS, GeoPark Holdings Ltd., a Bermuda company (“GeoPark”) holds directly or indirectly 100% of the GeoPark Shareholder;

WHEREAS, as of the date hereof, GeoPark, the GeoPark Shareholder, the Company and the LGI Shareholder entered into a subscription agreement, pursuant to which the LGI Shareholder agreed to subscribe for a 10% equity interest in the Company at the Closing Date, as therein defined (the “Subscription Agreement”);

WHEREAS, in the Subscription Agreement, the LGI Shareholder, the Company and the GeoPark Shareholder agreed that within 10 Business Days as from the date hereof, the LGI Shareholder and the Company would enter into the Subscription Document, paying to the Company the Subscription Price and delivering to the LGI Shareholder the Subscription Shares, all of the foregoing as set forth in the Subscription Agreement;

WHEREAS, as of the date hereof, the shares of the Company are held entirely by the GeoPark Shareholder, except for one share held by GeoPark S.A., an indirect, wholly-owned subsidiary of GeoPark;

WHEREAS, the Parties desire to enter into this Agreement in order to set forth their respective rights and obligations in connection with their investments in the Chile Business, to agree upon certain decision making mechanisms and to provide for certain rights and obligations with respect thereto as hereinafter provided; all of which shall be in accordance with applicable Law.

NOW THEREFORE, the Parties hereby agree as follows:

ARTICLE I.
Definitions and Rules of Construction

SECTION 1.01. Definitions.  Capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule 1.01 and elsewhere in this Agreement.

SECTION 1.02. Rules of Construction.(a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

(b)If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include

1

the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c)Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(d)The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(e)The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(f)Unless otherwise specifically stated, all references to currency herein shall, be to, Dollars. References to US$ or Dollars shall, to the extent any payments related to this Agreement are denominated in Chilean Pesos, be deemed to be converted into U.S. Dollars at the Dólar Observado Exchange Rate in effect as of the date of payment.

(g)All accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS.

ARTICLE II.
Purpose of the Company

SECTION 2.01. Purpose of the Company.Anything in the Bylaws to the contrary notwithstanding, the Shareholders agree to limit the business of the Company to the conduct and further development of an Oil and Gas Business in Chile, directly or through one or more subsidiaries.  In particular, the primary objective of the Company shall be to operate and develop its existing assets and grow and expand the Chile Business by acquiring upstream oil and gas assets and projects in Chile.

ARTICLE III.
Representations and Warranties

Each of the Parties represents and warrants to the other Parties as follows:

SECTION 3.01. Organization and Existence.It is duly organized and validly existing in its jurisdiction of organization.  It is duly qualified or licensed to do business in each other jurisdiction where the actions required to be performed by it hereunder makes such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to consummate the transactions contemplated hereby or perform its obligations hereunder.

2

SECTION 3.02. Authorization.The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part.  It has duly executed and delivered this Agreement.  This Agreement constitutes (assuming the due execution and delivery by the other Parties) its valid and legally binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 3.03. No Prohibitive Litigation.No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to its Knowledge, threatened, against it or any of its Affiliates, which seeks to prevent or delay the transactions contemplated hereby.

SECTION 3.04. Consents.No Consent of, or Filing with, any Governmental Entity which it has not obtained or made is required to be obtained or made by it in connection with its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, other than such Consents and Filings the failure of which to obtain or make would not reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

SECTION 3.05. Non-contravention.Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not (i) contravene or violate any provision of its organizational or constitutional documents or (ii) contravene or violate, in any material respect, any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any material obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound.  Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not, (i) contravene or violate any provision of its organizational documents or (ii) contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound, except for any such items which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to consummate the transactions contemplated hereby.

SECTION 3.06. Litigation.There are no Claims pending or, to its Knowledge, threatened, against or otherwise relating to it or any of its Affiliates before any Governmental Entity or any arbitrator, that would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or consummate the transactions contemplated hereby.  It is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or would, individually or in

3

the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

SECTION 3.07. Compliance with Laws.(a)  It has in all material respects complied with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval.

(b)In connection with any of the transactions contemplated in this Agreement or the Chile Business, neither it nor any of its Affiliates or it or their directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, Governmental Entity or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose, or (2) to its knowledge, entered into any transactions that either promoted or involved the proceeds of unlawful criminal activity.

ARTICLE IV.
Board; Approval of certain matters; Conflict with by-laws; Management and Secondment

SECTION 4.01. Board of Directors.(a)  The day-to-day operations of the Company shall be supervised by its board of directors (the “Board”).  There shall be four (4) members of the Board (each, a “Director”) and each Director shall have one alternate for a total of four (4) alternates (each, an “Alternate Director”), each of whom shall each have the authority to act in the absence of his respective Director.  For so long as the LGI Shareholder holds at least 5% of the voting share capital of the Company, the LGI Shareholder shall have the right to nominate one (1) Director and such Director’s Alternate Director and the GeoPark Shareholder shall have the right to nominate the remaining Directors and Alternate Directors.  The nominating Shareholder shall have the right to nominate replacements for any Director or Alternate Director it nominated to the Board who resigns or is removed, and shall nominate such replacements in a timely manner.

(b)The Shareholders agree to promptly take all action necessary to appoint any individuals nominated by a Shareholder to be a Director or Alternate Director in accordance with Section 4.01(a) above so that such appointment (i) is duly and validly authorized by all necessary corporate action on the part of the Company and the Shareholders; and (ii) is not prohibited by, does not violate any provision of, and will not result in the breach of, or accelerate or permit the acceleration of the performance required by the terms of (a) any applicable Law, (b) the Bylaws, or (c) any other material contract,  indenture, agreement or commitment to which the Company is bound.

(c)The Directors and Alternate Directors shall receive no compensation from the Company, unless the Shareholders decide otherwise.

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(d)In case a Director does not comply with the provisions of this Agreement, the Bylaws or applicable Law, the nominating Shareholder agrees to exercise its lawful powers and all reasonable efforts to cause such Director to resign or agrees to support and vote for his removal.

SECTION 4.02. Approval of Certain Matters.(a) Voting Power. Notwithstanding any other provision in this Section 4.02, the Shareholders agree that the effective voting power of a Shareholder in the Company, and the voting power of the Director or Directors nominated by such Shareholder shall be commensurate with such Shareholder’s equity interest in the Company, and the Shareholders agree to adopt such measures, from time to time, as necessary or appropriate to implement this principle; provided, however, that the following matters shall require consent (by affirmative vote or otherwise) either by the LGI Shareholder or by the Director nominated by the LGI Shareholder, as applicable:

(i)amendment of the constituent documents of the Company in a manner inconsistent with this Agreement, subject to the requirements of applicable Law;

(ii)removal of the Director nominated by the LGI Shareholder;

(iii)any decision for the Board to meet less frequently than as set forth in this Agreement;

(iv)any decision to restrict the LGI Shareholder’s access to information or reporting in manner inconsistent with this Agreement;

(v)any other decision inconsistent with this Agreement;

(vi)any decision to terminate or permanently or indefinitely suspend operations on or surrender the Blocks (such consent not to be unreasonably withheld if the decision is in the best interests of a Relevant Company), other than, for the avoidance of doubt, any such decision (1) to relinquish part of the Blocks as required under the terms of the titles or concessions for such Blocks, or (2) required by law;

(vii)in the event a Block Valuation is established pursuant to Section 4.03, any decision to sell such Block at a price more than 15% below such Block Valuation, such consent not to be unreasonably withheld, other than to a party that it is an Affiliate to the GeoPark Shareholders, in which case consent of LGI will always be required;

(viii)except for a financing for the benefit of a Relevant Company, any decision to create a security interest over the Blocks, if such a decision becomes allowed by applicable Law, such consent not to be unreasonably withheld;

(ix)any decision to wind up or liquidate the Company, such consent not to be unreasonably withheld;

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(x)any decision to lend funds to any Shareholder or its Affiliate (other than a Relevant Company), including any renewal, extension, rescheduling or write-off with respect thereto, as well as any decision relating to the collection thereof in the event of non-payment for more than 6 months, except as provided in Section 4.05(e);

(xi)any decision to change the dividend, voting or any other rights attached to any of the Shares which gives preference to or discriminates against other Shares or holders of Shares (other than with respect to new Shares to which the preemption rights set forth in Section 5.01 apply) and

(xii)any other decision which, under applicable Law, requires the affirmative vote of the LGI Shareholder, such consent not to be unreasonably withheld.

(b)General Delegation to Board.  The Shareholders agree that the shareholders of the Company shall decide only such matters as applicable Law requires be decided by them, and that all other matters shall be delegated to the Board (subject to the provisions of Article V in the event a decision requires Shareholder or external funding and subject to any decision by the Board to refer a matter to the shareholders for decision or ratification) including, to the extent not prohibited by applicable Law (in which event, for the avoidance of doubt, the Shareholders agree to cause a meeting of the shareholders of the Company to take the corresponding decision in support of the relevant Board decision):

(i)approval of annual work programs and budgets including, without limitation, any decision to operate a second rig in Chile to accelerate drilling to increase cash flows;

(ii)negotiate and approve mechanisms for funding work programs and budgets, in order to ensure smooth continuity of operations, including without limitation by means of debt financing (where available on terms acceptable to the Board), cash calls and equity offerings;

(iii)recovery mechanisms for overhead costs (manpower and other costs) incurred by GeoPark or its Affiliates on an on-going basis to provide services to the Chile Business;

(iv)negotiate and approve mechanisms for funding overhead, new acquisitions, and other Chile Business expenditures, including by means of raising capital through debt or equity;

(v)appoint and remove executive managers (subject to the right of the GeoPark Shareholder to nominate such managers, in accordance with Section 4.04);

(vi)raising equity or debt capital; and

(vii)periodic reporting to Shareholders (subject to the requirements of Section 9.02).

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(c)Shareholder Meetings and Resolutions.  Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that:

(i)ordinary shareholder’s meetings shall be held at least once each calendar year before the 30th of April;

(ii)an extraordinary shareholders’ meeting may be convened by any Shareholder holding 10% or more of the total outstanding voting Shares;

(iii)each Shareholder shall be notified in writing before any meeting of the shareholders of the Company no less than 30 calendar days in advance unless such Shareholder waives notice in respect of that meeting, which waiver each Shareholder hereby agrees not to unreasonably withhold;

(iv)a quorum for a meeting of the Company shareholders shall be established by the attendance of shareholders holding at least 50% of the total outstanding voting Shares, in person or by proxy;

(v)at a meeting of the shareholders of the Company, resolutions shall be adopted by the affirmative vote of at least 50% of the voting Shares represented at such meeting, in person or by proxy;

(vi)meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent permissible by Law; and

(vii)the shareholders of the Company may make decisions by written resolution in lieu of a meeting, to the extent permitted by the applicable Law.

(d)Board Meetings and Resolutions.  Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that:

(i)ordinary meetings of the Board shall be held at least once every six months;

(ii)extraordinary meetings of the Board shall be held no less frequently than as required by applicable the Law;

(iii)notice for each meeting of the Board shall include all detail required by applicable Law;

(iv)a quorum for a meeting of the Board shall require the attendance in person or by telephone of at least the absolute majority of the Directors in office (which may include a corresponding Alternate Directors for each absent Director);

(v)each of the Shareholders shall undertake all reasonable commercial efforts to ensure the attendance by the Directors it nominated, or such Director’s Alternate Director, as the case may be, to all the duly noticed meetings of the Board;

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(vi)meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent permissible by Law; and

(vii)in order to be validly adopted by the Board, resolutions shall require the affirmative vote of at least a majority of the Directors in attendance.

SECTION 4.03. Block Valuation Right.In the event that a majority of the Directors votes in favor of the sale of a Block and the Director appointed by the LGI Shareholder votes against such sale and requests that the Board identify and appoint an independent, internationally reputable investment bank, accounting firm or other qualified appraiser, who is independent of both GeoPark and LGI (the “Appraiser”) to determine a reasonable and fair sale price for the Block (the “Block Valuation”).  The Parties agree to cooperate to cause the Appraiser to complete the Block Valuation as soon as possible but not later than sixty (60) days after such appointment.  The LGI Shareholder shall pay all costs of the Appraiser and reimburse the Company for other costs incurred in connection with the Block Valuation if the Block Valuation is not more than 15% higher than the sale price approved by the majority of the Directors.

SECTION 4.04. Executive Management.Executive management shall be responsible for the day-to-day operations of the Company and the Chile Business and shall be designated by the Board.  Except as expressly provided herein or required by applicable Law, GeoPark Shareholder shall have the right to nominate all members of executive management, and the Shareholders shall exercise their powers to cause such action to be taken to effect their appointment in accordance with applicable Law.

SECTION 4.05. Related Party Transactions.(a) All transactions  between (1) a Relevant Company and (2) a Shareholder or a Shareholder’s Affiliate, other than another Relevant Company (each, a “Related Party Transaction”) shall be subject to the provisions of this Section 4.05.

(b)Related Party Transactions in the form of loans from a Relevant Company shall require unanimous Board approval in accordance with Section 4.02(a) unless exempted pursuant to Section 4.05(e).  In connection with any amounts owed to the Company by the Shareholders or any Affiliate thereof that are not paid when due according to the terms applicable to such amounts, the corresponding Shareholder shall indemnify the other Shareholder (in proportion to its shareholding) for any damage suffered by the Company that may arise as a consequence of such failure of payment, unless such Shareholder takes necessary actions to pay or extinguish such debt within a reasonable timeframe, which will not exceed 6 months as from the day such debt obligation became overdue.

(c)All other Related Party Transactions shall be on an arm’s length basis and shall be subject to simple majority approval by the Board and a list of Related Party Transactions with a reasonable description thereto will be provided by the Company annually to the Shareholders.

(d)Unless otherwise provided in this Agreement, a Director shall not be restricted from voting for resolutions regarding Related Party Transactions in which such Director or the Shareholder nominating such Director, or any Person related to such Director or Shareholder, is a party or has an interest, except if such a restriction is or becomes a requirement

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of applicable Law.  In the event applicable Law disqualifies a majority of the Directors from voting on a matter, such matter shall be referred to the Shareholders for resolution and the LGI Shareholder agrees to attend the shareholders’ meetings to be held in connection therewith, with a prior notice in this case not shorter than five business days, as the GeoPark Shareholder may from time to time request.  However, subject to the rights of the LGI Shareholder under this Agreement, and other than in respect of those matters within the discretion of the LGI Shareholder under this Agreement (including those veto rights available in Section 4.02), to the extent an approval by the Shareholders is required by Law for a Related Party Transaction, the LGI Shareholder shall vote approving such transaction or shall fail to attend to the meeting, as the GeoPark Shareholder may request.

(e)The following Related Party Transactions do not require unanimous approval of the Board and are otherwise exempt from the provisions of Section 4.02(a):

(i)transactions relating to the amounts of the intercompany balances set forth in Schedule 4.05(e)(i) hereof, such as extensions, renewals, repayments, and set-offs, except for (X) transactions that extend the date of repayment of any such balance (as indicated in Schedule 4.05(e)(i)) by more than 2 (two) years or (Y) more than one extension of a balance’s repayment date so long as the terms and conditions of the intercompany balances are not materially changed;

(ii)Service Level Agreements;

(iii)transactions for the recovery of overhead expenses by GeoPark or an Affiliate of GeoPark from a Relevant Company, provided that (1) on an aggregate annual basis, such recovery does not exceed two percent (2%) of the sum of the total costs and expenses (including operation expenses (OPEX), general and administrative expenses (G&A), geosciences expenses (G&G) and other expenses as well as all capital expenditures) of the Relevant Companies on a consolidated basis, and (2) each proposed overhead cost recovery is presented to the Board for approval as to reasonableness no less frequently than annually;

(iv)transactions between GeoPark Fell SpA and Agencia, in respect of a transfer to Agencia and corresponding debt obligation to GeoPark  Fell Spa, up to a maximum aggregate amount of US$ 95,000,000 (Ninety-five million Dollars), plus proceeds from any Additional Notes  that may be issued from time to time, up to an aggregate of US$ 30,000,000 (Thirty Million Dollars), in accordance with the loan agreement made by Agencia substantially in the form of Schedule 4.05(e)(iv) (the “Fell Loan Agreement”);

(v)transactions between the Company and Agencia up to US$ 41,440,000 (Forty-one Million Four Hundred Forty Thousand Dollars), in accordance with an acknowledgement of debt made by

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Agencia substantially in the form of Schedule 4.05(e)(v) (the “Company Debt Instrument”); and

(vi)payment by GeoPark Fell SpA to GeoPark of US$ 3,560,000 (Three Million Five Hundred Sixty Thousand Dollars) in payment of its debt obligation for such amount, as described in Item (v) under “Intercompany Payables of GLC” in Schedule 4.05(e)(i).

(f)Within 60 days from the Closing, the Parties shall negotiate in good faith and lay out a process in writing of actions to be taken if, within the 30 days before maturity of the Indenture, Agencia does not pay off the Fell Loan Agreement.

(g)In the event of a default under the Indenture accelerating repayment of the Notes and, if applicable, Applicable Notes, LGI, Company or GeoPark Fell SpA shall have the right to pay off the Notes and, if applicable, the Applicable Notes and assume the security under the Indenture, upon which GeoPark shall execute an agreement guaranteeing repayment to the paying party of such amounts on the same terms as set forth in Fell Loan Agreement (Schedule 4.05(e)(iv)).

SECTION 4.06. Secondment Program.The LGI Shareholder shall have the right to second employees to the Company (each, a “Secondee”).  Each Secondee shall report to the Company’s executive management, or someone specially designated by the executive management, and occupy positions reasonably determined by the Company’s executive management.  For so long as the LGI Shareholder holds at least 5% of the voting share capital of the Company the number and frequency of Secondees shall be reasonably agreed between the LGI Shareholder and the Company, and shall be no fewer than two (2) at any point in time. The Company shall bear the reasonable costs of two Secondees, with a salary commensurate to secondee’s level of skill and experience for similar Company employees.  All other costs and benefits shall be borne solely by the LGI Shareholder.

SECTION 4.07. Bylaws; No Conflict with Agreement.Each Shareholder shall vote all Shares held by such Shareholder, and shall take all actions necessary, to ensure that the Bylaws do not, at any time, conflict with the provisions of this Agreement to the extent permitted by the Law.

ARTICLE V.
Pre-emptive Rights; LGI Line of Credit; Dividends; Annual Funding; Recovery Mechanism.

SECTION 5.01. Pre-emptive Rights.Should the Company approve a capital increase, each Shareholder shall have a right to underwrite or purchase newly issued Shares pertaining thereto in an amount proportionate to the Shareholder’s current holdings, in accordance with the provisions of applicable Law.  Any of such Shares not subscribed by one Shareholder will be offered to the other Shareholder prior to any offering of such Shares to any Third Party Buyer.

SECTION 5.02. Shareholder Funding Requirements.Unless expressly provided in this Agreement, no Shareholder shall be required to exercise its pre-emptive rights, or otherwise provide further funding to the Company or the Chile Business.  If a Shareholder elects not to

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exercise such pre-emptive right fully, or otherwise provide further funding to the Company or the Chile Business such Shareholder’s interests shall be correspondingly diluted in accordance with applicable Law.  The minimum price for each newly issued share to be offered by the Company, will be reasonably determined by the Board in good faith, using customary valuation practices in accordance with the Law.

SECTION 5.03. LGI Line of Credit.The LGI Shareholder shall have the option but not the obligation, in its absolute discretion, to make available to the Company (either directly or through its Affiliates) credit facilities as the LGI Shareholder and the Company may from time-to-time agree.

SECTION 5.04. Dividends.The Shareholders agree to vote their Shares and otherwise to cause the Company to declare dividends only after allowing for retentions to meet anticipated future investments, costs and obligations, as the Board shall decide.

SECTION 5.05. Additional Ten Percent.The Shareholders have the intention to negotiate the terms and conditions for an acquisition by the LGI Shareholder of an additional 10% (ten per cent) of the share capital of the Company at a price that is an agreed premium to the Purchase Price paid under the Subscription Agreement, which acquisition will take place before the earlier of Dec. 31, 2011 or the date of any public offering GeoPark and its subsidiaries.

ARTICLE VI.
Transfer Rights and Restrictions

SECTION 6.01. Endorsement of Certificates.(a)  In addition to any other legend which the Company may deem advisable under applicable securities laws, every certificate representing outstanding Shares shall include the following legend:

THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO, AND THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE RESTRICTIONS AND PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT, DATED AS OF MAY 20, 2011 TO WHICH THE COMPANY IS A PARTY.  A COPY OF THE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY, NUESTRA SEÑORA DE LOS ANGELES 179, LAS CONDES, SANTIAGO, CHILE, AND IS AVAILABLE TO PROSPECTIVE PURCHASERS OR TRANSFEREES UPON REQUEST.  NO PERSON SHOULD PURCHASE OR OTHERWISE ACQUIRE SHARES OF STOCK IN THE COMPANY WITHOUT BECOMING FAMILIAR WITH AND AGREEING TO BE BOUND BY THE TERMS OF THE SHAREHOLDERS’ AGREEMENT.

(b)All certificates representing Shares outstanding or hereafter issued to or acquired by any Shareholder or its or his successor thereto shall bear the legend set forth above.  In addition, such legend shall appear in the Company’s Share Registry.

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SECTION 6.02. Consent to Terms of Shareholders’ Agreement.Unless waived in writing by the other Shareholder,

(a)each Shareholder (each, a “Transferring Shareholder”) agrees that it will not, directly or indirectly, offer, sell, transfer, assign, give, donate, or in any manner dispose of any of its Shares (in each case, a form of “Transfer”) to any Person (each, a Proposed Transferee”), except in compliance herewith; and

(b)the Company shall not register any Transfer of Shares to any Proposed Transferee, and no Proposed Transferee shall become an owner of record of any Shares, through purchase or transfer, unless such Proposed Transferee agrees prior to such Transfer to execute, and does execute, a counterpart of this Agreement and agrees to be bound by the provisions hereof, and the Company and each Shareholder has received a counterpart of this Agreement signed by such Proposed Transferee.

SECTION 6.03. Transfers to Affiliates.Subject to the terms of Section 6.01 and Section 6.02 and subject to notice to the other Shareholder and notwithstanding any other provisions of this Article VI, each Shareholder may Transfer any of its Shares to an Affiliate for purposes of a Reorganization; provided, however, that this Section 6.03 shall not be applied in circumvention of the purposes of the Transfer restrictions.  In such case, the Transferring Shareholder and its Transferee shall be jointly and severally liable for the performance of their obligations hereunder, unless released by the other Shareholder, such release not to be unreasonably withheld.  The LGI Shareholder agrees that Agencia shall be released upon a Transfer of all of its Shares in the Company to its wholly owned subsidiary, GeoPark S.A., provided that GeoPark S.A. has joined this Agreement in accordance Section 6.02(b).

SECTION 6.04. Right of First Offer.(a)  Offer.  If, at any time, a Transferring Shareholder desires to Transfer all or any part of its Shares in the Company, such Transferring Shareholder (the “Offeror”) shall submit a written offer (the “Offer”) to Transfer such Shares (collectively, the “Offered Shares”) to the other Shareholder (the “Offeree”) on terms and conditions, including price, not less favorable to the Offeree than those on which the Seller proposes to sell such Offered Shares.  The Offer shall be delivered by notice and shall disclose the Offered Shares proposed to be sold, the total number of Shares owned by the Transferring Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale.  The Offer shall further state that the Offeree may acquire, in accordance with the provisions of this Agreement, all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. In the event that the Offer involves consideration in a non-cash form, the Offeree may offer a cash price equal in value to the non-cash assets contemplated by the Offer, such value to be determined by an independent qualified appraiser, proposed by Offeror and reasonably acceptable to Offeree, the fees of which appraiser shall be paid by the Offeror.

(b)Election to Purchase; Closing.  If the Offeree elects to purchase the Offered Shares on the Offer terms, the Offeree shall notify the Offeror of its election to purchase (“Purchase Notice”) within 30 days of the date the Offer was made (“Acceptance Period”).  Such Purchase Notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares. Sale of the Offered Shares to the Offeree pursuant to this section shall be made at 12:00 PM at the offices of the Company, 15 (fifteen) Business Days following the date the Offeree’s notice to

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purchase.  Such sale shall be effected by the Offeror’s delivery to the Offeree of a certificate or certificates evidencing the Offered Shares to be purchased by it together with an executed agreement for transfer.

(c)Sale Upon Election Not to Purchase.  Upon expiration of the Acceptance Period, without the Offeror having received a Purchase Notice from the Offeree, the Offeror is free to Transfer the Offered Shares to a Proposed Transferee, within the immediately subsequent ninety (90) Business Days on terms and conditions, including price, not more favorable to the Proposed Transferee than those on which the Offeror proposes to sell such Offered Shares to the Offeree; provided, that the Transferring Shareholder has notified the other Shareholder as to (i) the identity of the Proposed Transferee, and (ii) the Person or Persons, if any, that control such Proposed Transferee, and the other Shareholder has notified the Transferring Shareholder that it has no objection thereto.  The other Shareholder will not be entitled to object to the Transfer unless it reasonably considers, acting in good faith, that the Proposed Transferee is not of good reputation or is a direct competitor of the Company. The other Shareholder must provide notice of its acceptance or rejection of the Transfer within 15 (fifteen) Business Days of receiving the notice from the Offeror described above.

(d)Any Proposed Transferee of the Shares issued to the LGI Shareholder shall enjoy the rights given to the LGI Shareholder in Sections Section 4.01(a), Section 4.02(a), Section 4.03, Section 4.05, Section 4.06, Section 5.01, Section 5.05, Section 6.05, Section 8.02, and Section 9.02 only if and as long as such Proposed Transferee is an Affiliate of the LGI Shareholder.

(e)If the Offeror does not carry out its Transfer within the ninety (90) days period referred to above or else withdraws its offer or introduces any changes thereto, the Offered Shares may not be sold, assigned or transferred unless previously offered preemptively to the Offeree once again, pursuant to this Section 6.04.  Any Offered Shares that go unsold within such period of time shall continue subject to the requirements of this Section 6.04.

SECTION 6.05. Tag-Along Rights.(a)  Notwithstanding anything to the contrary in this Agreement, if the GeoPark Shareholder proposes to Transfer any Shares to a Third Party Buyer as permitted by the terms of this Agreement, the GeoPark Shareholder shall notify the LGI Shareholder in writing of such proposed sale and the terms and conditions thereof.  The LGI Shareholder shall thereafter have twenty (20) Business Days in which to notify GeoPark of their election to exercise its rights to participate on a pro rata basis (based on the percentage of issued and outstanding Shares then owned by the LGI Shareholder) in such proposed sale by the GeoPark Shareholder (the “Tag-Along Right”).

(b)If as a result of the LGI Shareholder exercising its Tag Along Right the LGI Shareholder’s voting share capital would be less than 5% of the voting share capital of the Company, the LGI Shareholder may elect to exercise its Tag Along Right in respect of all of the issued and outstanding Shares then owned by the LGI Shareholder.

(c)If the LGI Shareholder notifies the GeoPark Shareholder of its intention to exercise such Tag-Along Right, then (i) the GeoPark Shareholder shall allow the LGI Shareholder to sell its Shares as part of the proposed Transfer pro rata according to the number of Shares held by the GeoPark Shareholder and the LGI Shareholder, respectively, and (ii)

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GeoPark agrees not to Transfer any Shares to such Third Party Buyer unless the Third Party Buyer agrees to accept from the LGI Shareholder such Shares as the LGI Shareholder requests to be included in such Transfer in accordance with the terms of this Section 6.05.

SECTION 6.06. Exceptions to Tag-Along Rights.The provisions of Section 6.05 shall not apply to any of the following Transfers (however, each such Transfer shall be obligated to comply with the provisions of Section 6.01, Section 6.02, and Section 6.03 of this Agreement):

(a)From the GeoPark Shareholder (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of GeoPark;

(b)Pursuant to an approved merger of the Company or approved sale of all or substantially all Shares; and

(c)From the GeoPark Shareholder to a third party if such transaction, together with all related transactions, does not result in the Transfer of more than twenty-five percent (25%) of all the issued and outstanding Shares (measured on a fully diluted basis).

SECTION 6.07. Drag-Along Rights.(a)  Anything in this Agreement to the contrary notwithstanding, if the GeoPark Shareholder proposes to Transfer 100% of its Shares to a Third Party Buyer as permitted by the terms of this Agreement, the GeoPark Shareholder shall notify the LGI Shareholder in writing of such proposed sale, the terms and conditions thereof and provide documentary evidence of the identity of such Third Party Buyer and its relationship to the GeoPark Shareholder.  Subject to the conditions stated below, the GeoPark Shareholder shall have the right (a “Drag-Along Right”) to force the LGI Shareholder to participate in the Transfer of Shares to the Third Party Buyer on the same terms and conditions upon which the GeoPark Shareholder participates in such Transfer to the Third Party Buyer.

(b)The GeoPark Shareholder’s Drag-Along Right is subject to the following conditions:

(i)the proposed transaction involves a Bona Fide Offer pursuant to an arm’s-length transaction between the GeoPark Shareholder and a Third Party Buyer which is not an Affiliate of the GeoPark Shareholder; and

(ii)the consideration paid by the Third Party Buyer must be cash or, if not in cash, the GeoPark Shareholder may instead offer the LGI Shareholder cash consideration equal in value to the non-cash assets contemplated by the Offer, such value to be determined by an independent qualified appraiser, proposed by the GeoPark Shareholder and reasonably acceptable to the LGI Shareholder, the fees of which appraiser shall be paid by the GeoPark Shareholder. Subject to the foregoing, all Shareholders shall receive the same amount and type of consideration per Share in such Transfer (unless the Shareholders otherwise agree in writing).

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The GeoPark Shareholder must have presented a certificate attesting to the commercial relationship between the GeoPark Shareholder and the Third Party Buyer, attaching all material commercial agreements between them.

SECTION 6.08. Exception to Drag-Along Rights.The provisions of Section 6.07 shall not apply to any transfer from the GeoPark Shareholder (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of the GeoPark Shareholder.

SECTION 6.09. Withdrawal.Each Shareholder agrees that, except with the written consent of the other Shareholder, it shall not exercise any right it may have under applicable Law, to withdraw from the Company, redeem its Shares, or otherwise transfer its Shares to the Company, including but not limited to its rights under Article 69 of the Corporations Act of Chile.  In the event a Shareholder breaches this Section 6.09, in addition to any other remedy under contract or applicable Law, and, to the extent not prohibited by applicable Law, the Company may offset and deduct any Damages or other loss suffered by the Company from such breach from the amount owed to such Shareholder in respect of such withdrawal, transfer or redemption of its Shares.

ARTICLE VII.
Termination of Shareholders’ Agreement

SECTION 7.01. Termination of Shareholders’ Agreement.(a)  Each Shareholder shall retain its rights hereunder for so long as such Shareholder (together with its Affiliates) no longer holds any Shares or of the Company’s Affiliates.  Each Shareholder shall remain obligated to perform its obligations hereunder until released in writing by the other Parties hereto, or until this Agreement terminates, subject to the provisions of this Article VII.

(b)This Agreement shall terminate upon the earlier to occur of:

(i)any Shareholder holding 100% of the issued Shares of the Company; or

(ii)a resolution is passed for the winding up or dissolution of the Company; or

(iii)a receiver, administrator or administrative receiver is appointed over the whole or any part of the assets of the Company or the affairs, business and property of the Company is to be managed by a supervisor under any arrangement made with the creditors thereof; or

(iv)at such time as all Shareholders of record unanimously agree in writing to terminate this Agreement; or

(v)upon delivery of a notice of termination by a Shareholder (the “Terminating Shareholder”) following a material breach by the other Shareholder (the “Shareholder in Breach”), in the event that (x) such material breach was not cured within forty-five (45) days after the Terminating Shareholder provided the Shareholder in Breach of a notice reasonably detailing the basis for such breach

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and (y) such breach continued to be uncured at the time of dispatch of the notice of termination; or

(vi)upon delivery of a notice of termination of the Subscription Agreement pursuant to Section 8.05 thereof by any of the parties thereto; or

(vii)upon delivery of a notice of termination by a Terminating Shareholder, in the event a petition is presented or a proceeding is commenced or an order is made or an effective resolution is passed for the winding-up, insolvency, administration, reorganization, reconstruction, dissolution or bankruptcy of the other Shareholder or for the appointment of a liquidator, receiver, administrator, trustee or similar officer of the other Shareholder or of all or any part of its business or assets; if the other Shareholder stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; or if a creditor takes possession of all or any part of the business or assets of the other Shareholder or any execution or other legal process is enforced against the business or any substantial asset of the other Shareholder and is not discharged within 14 days.

ARTICLE VIII.
Non-Competition

SECTION 8.01. Non-Compete.No Shareholder (the “Proposing Shareholder”) shall, directly or indirectly, whether through an Affiliate or as an owner, shareholder, partner, director, officer or employee of any other Person, engage in activities or business in Chile competitive to that of the Company (a “Competitive Activity”) from the date hereof until the date on which such Shareholder ceases to own Shares of the Company in compliance with this Agreement, except for (i) Competitive Activity authorized in writing by the other Shareholder and (ii) sole risk activity, as set forth in Section 8.02.

SECTION 8.02. Sole Risk Competitive Activities.(a) In case any Shareholder intends to undertake an acquisition of a business or company in Chile or otherwise has the intention to expand the Oil and Gas Business of the Company and its subsidiaries to new projects, including by way of entering into bidding processes, the Shareholder must submit a proposal in relation to that project, bid or acquisition for the approval of the Board, such proposal to include all information reasonably required by the Director nominated by the non-proposing Shareholder to evaluate the proposed project, bid or acquisition, and providing the Director nominated by the non-proposing Shareholder with a reasonable period of time to evaluate such information.

(b)In the event a Director nominated by the other, non-proposing Shareholder votes against such proposal or abstains, or fails to attend two Board meetings in which such proposal is considered, then the proposing Shareholder shall be allowed to undertake such

16

project or acquisition at its sole risk, directly or through an Affiliate thereof, being therefore released of the obligation set forth in Section 8.01 above with respect to such acquisition.

SECTION 8.03. Restriction on Employees.The Shareholders agree that no employee of the Company, including a Secondee, may also hold a position outside of the Company, other than a position with a Shareholder or an Affiliate of a Shareholder.

ARTICLE IX.
Miscellaneous

SECTION 9.01. Costs.The expenses incurred in connection with the establishment of the Company including reasonable Reorganization Process, legal and accounting fees shall be agreed and accounted as pre-incorporation expenditures for the account of the Company, and shall be reimbursed by the Company to GeoPark.  Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, including any fees, expenses or other payments incurred or owed by a Party to any brokers, financial advisors or comparable other persons retained or employed by such Party in connection with the transactions contemplated by this Agreement.

SECTION 9.02. Reporting Requirements.So long as this Agreement is in force, the Company will provide Shareholders with:

(a)annual audited consolidated financial statements of the Company and its subsidiaries prepared in accordance with IFRS, including a report thereon by the Company’s certified independent auditors and a management’s discussion and analysis of financial condition and results of operations; and

(b)interim consolidated financial statements of the Company and its subsidiaries prepared in accordance with IFRS, which may be unaudited, for the six-month period ending June 30 of each year, including a management’s discussion and analysis of financial condition and results of operations.

in both cases no later than the date on which such statements would have to be filed with the securities exchange on which equity securities of any Company Affiliate of GeoPark are listed; provided that such statements may consist of, and be in the same format as, the information that would be required to be provided to the holders of the Notes originally issued by GeoPark Chile Limited Agencia en Chile on December 2010.

The LGI Shareholder, shall have the right to request at its own cost, an audit over revenues or costs of the Company to be carried-out by an internationally recognized and reputed auditors, no more than once a year.  If so requested, the timing of this audit will be decided by the Board so as to not reasonably interfere with the operations of the Company.

SECTION 9.03. Compliance with Laws.(a)  The Parties shall in all material respects comply with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities.

17

(b)In connection with any of the transactions contemplated in this Agreement, no Party nor any of its affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) shall directly, or indirectly through a third-party intermediary (1) offer, authorize or make any payment in cash or in kind of anything of value, or provide any benefit whatsoever, to any official, representative or employee of a government, governmental body or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose,  (2) enter into any transactions that either promote or involve the proceeds of unlawful criminal activity, or (3) deal with any Person who is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or (4) knowingly utilize funds provided by any such Person or funds derived from any activities that contravene any applicable Law, including anti-money laundering, anti-terrorism or anti-bribery laws.

SECTION 9.04. Binding Effect; Assignment.Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the respective successors, assigns, heirs, legatees, and personal representatives of the parties hereto.  No Shareholder may assign any of his or her rights hereunder to any Person, other than an Affiliate.  If any transferee of any Shareholder shall acquire any Shares, in any manner, whether by operation of law or otherwise, such Shares shall be held subject to all of the terms of this Agreement, and by taking and holding such Shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement.

SECTION 9.05. Financial Information.The Company shall maintain books and records in compliance with applicable Law and prepare its accounts in accordance with IFRS.

SECTION 9.06. Amendment and Modification; Waiver of Compliance; Conflicts.(a)  This Agreement may be amended or modified only by a written instrument duly executed by each Shareholder.  In the event of the amendment or modification of this Agreement in accordance with its terms, the Shareholders shall cause the Board of the Company to call an extraordinary meeting of the shareholders of the Company to meet within thirty (30) calendar days following such amendment or modification or as soon thereafter as is practicable and shall adopt any amendments to the Bylaws that may be required as a result of such amendment or modification to this Agreement, and the Shareholders agree to vote in favor of such amendments.

(b)Except as otherwise provided in this Agreement, failure of any Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived by the Shareholder or Shareholders entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(c)As long as this Agreement is in effect, if there is any conflict, dispute or inconsistency between the provisions of this Agreement and the Bylaws, the provisions of this Agreement shall govern and prevail.

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SECTION 9.07. Notices.All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed, addressed, or telefaxed

If to the LGI Shareholder, to:

c/o LG International Corp.

LG Twin Towers, 20, Yoido-dong, Youngdungpo-gu,

Seoul, Korea 150-721

Attention:  Eung-Kyu Lee

Fax:  +82 2 3773 5839

with a copy to:

c/o Blake Dawson
2 The Esplanade Perth WA 6000 Australia DX 169 Perth

Attention:  Rupert Lewi

Fax:  +61 8 9366 811

and

Larrain y Asociados
Av. El Bosque Sur Nº130 12th Floor
Las Condes. Santiago, Chile

Attention: Ricardo Pena

Fax: + 56 3 203 1246

If to the GeoPark Shareholder or the Company, to

c/o GeoPark Argentina Limited

Florida 981 — 5th Floor

Buenos Aires (C1005AAS), Argentina

Attention: James F. Park/Martín Pérez de Solay

Fax: +5411 4312 0149

with a copy to:

Baker & McKenzie LLP

815 Connecticut Avenue
NW, Washington, DC 20006
Attention:              Marian M. Hagler
Fax:  +1 202 416 6966

and

Barros & Errázuriz Abogados

Isidora Goyenechea 2.939, Las Condes
Santiago, Chile, 7550101
Attention:              Bernardo Simian
Fax: +56 2 362 0386

Each such notice, request or other communication shall be given (i)  by hand delivery, (ii) by internationally recognized courier service or (iii) by telefax, receipt confirmed (with a confirmation copy to be sent by first class mail; provided that the failure to send such

19

confirmation copy shall not prevent such telefax notice from being effective).  Each such notice, request or communication shall be effective (i) if delivered by hand or by internationally recognized courier service, when delivered at the address specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party) and (iii) if given by telefax, when such telefax is transmitted to the telefax number specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party), and the appropriate confirmation is received; provided that notices received on a day that is not a Business Day or after the close of business on a Business Day will be deemed to be effective on the next Business Day.

SECTION 9.08.   Interpretation.  Unless otherwise stated, references to the Preamble, Recitals, Articles, Sections and Exhibits are to the Preamble, Recitals, Articles, Sections and Exhibits of or to this Agreement, and all such Exhibits are hereby incorporated herein by reference.  Words importing the singular include the plural and vice versa, as the context may require.  Words importing a gender include every gender, as the context may require.  References to days, months, and years are to calendar days, calendar months and calendar years, respectively.  The headings to the Articles and Sections are for convenience only and have no legal effect.

SECTION 9.09. Further Assurances.The Company and each Shareholder agree that at any time and from time to time after the date hereof they will execute and deliver to any other party hereto such further instruments or documents and take such other action as may reasonably be required to give effect to the transactions contemplated hereunder, including conforming the Bylaws of the Company to be consistent with the provisions of this Agreement, to the extent permitted by law.

SECTION 9.10. Governing Law.This Agreement and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the laws of the State of New York without regard to the conflict of laws rules that would result in the application of different laws; provided that to the extent required by the Laws of Chile, internal matters and corporate formalities of the Company shall be governed by the Laws of Chile.

SECTION 9.11. Specific Performance.The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate.  Accordingly, it is agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof.

SECTION 9.12. Arbitration; Consent to Jurisdiction.The Parties hereby agree that any controversy or claim arising out of this Agreement between Investor, on the one hand, and one or more of the Company and the Warrantors, on the other, or any controversy or claim arising out of the Bylaws, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.  The seat of the arbitration shall be in City of New York, New York, U.S.A. and the language of arbitration shall be English.  Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Each of the Parties hereto knowingly, voluntarily and

20

irrevocably submits to the jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Each Party further agrees that service of any process, summons, notice or document by registered or certified mail or internationally recognized courier service to its address set forth in Section 9.01, or by any means reasonably calculated to effect notice, will be effective service of process for any action or proceeding brought against the other Party in any such court.

SECTION 9.13. Entire Agreement/Captions.The Subscription Agreement, the share subscription instruments contemplated therein and executed at Closing, and this Agreement (and the attachments hereto) set forth the entire understanding of the GeoPark Shareholder and the LGI Shareholder with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written between or among them with respect to the subject matter hereof; provided, however that, for the avoidance of doubt, the Framework Agreement shall not apply to this Agreement. Captions appearing in this Agreement are for convenience of reference only and shall not be deemed to explain, limit or amplify the provisions hereof.

SECTION 9.14. Severability.If any provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not invalidate the entire Agreement.  Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable and if no such modification shall render it valid and enforceable then the Agreement shall be construed as if not containing such provision.

SECTION 9.15. No Third Party Beneficiaries.Nothing herein expressed or implied is intended to confer upon any Person, other than the parties hereto or their respective permitted assigns, successors, heirs and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

SECTION 9.16. Recapitalizations, Exchanges, Etc., Affecting the Shares.The provisions of this Agreement shall apply, to the fullest extent set forth herein with respect to  Shares and to any and all equity or debt securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such equity or debt securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.

SECTION 9.17. No Partnership.Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership or agency between or among any of the Parties and, save as expressly agreed herein, none of the Parties shall have any authority to bind or commit any other Party.

SECTION 9.18. Counterparts.This Agreement may be executed in one or more counterparts (including by facsimile transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21

SECTION 9.19. Language.Each of the Shareholders acknowledges and agrees that this Agreement has been negotiated, concluded, and executed in the English language.  In the event that a translation of this Agreement into a different language is prepared in whole or in part at any time for any purpose, the Company and the Shareholders agree that the English language version shall control and be determinative as to the purpose and intent of any provision of this Agreement.  Any and all notices and communications required hereunder shall be in English.

SECTION 9.20. Schedules and Exhibits.Except as otherwise provided in this Agreement, all Exhibits and Schedules referred to herein are intended to be and hereby are made a part of this Agreement. Any disclosure in any Party’s Schedule under this Agreement corresponding to and qualifying a specific numbered paragraph or section hereof shall be deemed to correspond to and qualify any other numbered paragraph or section relating to such Party.  Certain information set forth in the Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement.  The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.

[SIGNATURE PAGE FOLLOWS]

22

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

GEOPARK CHILE S.A.
	by:
		/s/ James F. Park
		Name:	James F. Park
		Title:	Chairman
GEOPARK CHILE LIMITED AGENCIA EN CHILE
	by:
		/s/ James F. Park
		Name:	James F. Park
		Title:	Legal Representative
LG INTERNATIONAL CORP
	by:
		/s/ Young Bong Ha
		Name:	Young Bong Ha
		Title:	President & CEO

23

Schedule 1.01

Defined Terms

“Acceptance Period” has the meaning ascribed in Section 6.04(b).

“Additional Notes” means any additional notes according to said provision contained in the Indenture.

“Affiliate” of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” means this Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof.

“Alternate Director” has the meaning ascribed in Section 4.01.

“Blocks” means each of the Fell Block, Otway Block and Tranquilo Block.

“Board” has the meaning ascribed in Section 4.0 l.

“Bona Fide Offer” means an offer made in good faith, for valuable consideration, without fraud or deceit.

“Business Day” means any day other than a Saturday or Sunday or any day banks in Chile, Seoul, New York or Bermuda are authorized or required to be closed.

“Bylaws” means the bylaws of the Company adopted by the Shareholders of the Company on or before the date hereof, and as hereafter amended in accordance with the terms thereof and pursuant to applicable law.

“Chief Executive Officer” means the highest ranking administrator, who manages the Company on a daily basis and reports to the Board.

“Chief Financial Officer” means the executive in charge of making the Company’s accounting and fiscal decisions.

“Chile” means the Republic of Chile.

“Chile Business” means the ongoing Oil and Gas Business of GeoPark and its Affiliates in Chile and all material assets and liabilities related thereto as of January 1, 2011, including all existing PI, P2 and P3 reserves, development potential, exploration and rights resulting therefrom, the operatorship and direct working interests in the Fell Block (100%), Otway Block (25%) and Tranquilo Block (at least 25%), as well as any right to acquire blocks in Tierra del Fuego and increases in working interests in the Tranquilo Block, for which GeoPark or its Affiliates have bid prior to the Closing, and all costs and obligations relating to the Chile Business assets, including all indebtedness and obligations, all costs of establishing the Target Companies (including without limitation legal and accounting fees) and proportionate costs of the Reorganization Process, and all acquisition costs relating to the successful acquisition of

24

Tierra del Fuego blocks and/or additional interests in the Tranquilo Blocks if the acquisition thereof is approved in accordance with Section 8.02.

“Claim” means any demand, claim, action, legal proceeding (whether at law or in equity), investigation or arbitration.

“Closing” has the meaning ascribed in the Subscription Agreement.

“Closing Date” has the meaning ascribed in the Subscription Agreement.

“Company” has the meaning ascribed in the preamble, and shall include and shall include its legal successors and permitted assigns.

“Company Debt Instrument” has the meaning ascribed in Section 4.05(e)(v).

“Competitive Activity” has the meaning ascribed in Section 8.01.

“Consent” means consent, approval, license, permit, order or authorization. “control” (and any form thereof, such as ‘controlled’ and ‘controlling’) means the possession by one Person, directly or indirectly (through one or more intermediaries) of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting interests, by contract, or otherwise; with respect to a corporation, partnership, or other body corporate, such power may be evidenced by the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation, partnership, or other body corporate.

“Director” has the meaning ascribed in Section 4.01.

“Dollars” means the lawful currency of the United States of America.

“Drag-Along Right” has the meaning ascribed in Section 6.07(a).

“Fell Loan Agreement” has the meaning ascribed in Section 4.05(e)(iv).

“Filing” means registration, declaration or filing.

“Framework Agreement” means the Framework Agreement for Latin American Strategic Group Partnership entered between GeoPark and the Investor, dated March 5, 20 I 0.

“GeoPark” has the meaning ascribed in the recitals, and shall include its legal successors and permitted assigns.

“GeoPark Shareholder” has the meaning ascribed in the preamble and shall include GeoPark’s legal successors and permitted assigns.

“Governmental Entity” means any U.S. or foreign federal, state, provincial or local governmental authority, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

25

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“Indenture” means the indenture agreed as of December 2, 20 I 0, among GeoPark Chile Limited Agencia en Chile and Deutsche Bank Trust Company Americas (as amended, modified and/or supplemented from time to time), pursuant to which GeoPark Chile Limited Agencia en Chile issued the Notes Due 2015.

“Knowledge” has the meaning ascribed in the Subscription Agreement.

“Law” means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Entity directly applicable to such Person or any of its respective properties or assets, as amended from time to time.

“LGI Service Provider” has the meaning ascribed in Section 4.06.

“LGI Shareholder” has the meaning ascribed in the preamble, and shall include its legal successors and permitted assigns.

“LGI” has the meaning ascribed in the recitals and shall include its legal successors and permitted assigns.

“Notes Due 2015” means the US$ 133,000,000 in aggregate principal amount of its 7.75% senior notes due 2015.

“Offer” has the meaning ascribed in Section 6.04(a).

“Offered Shares” has the meaning ascribed in Section 6.04(a).

“Offeree” has the meaning ascribed in Section 6.04(a).

“Offeror” has the meaning ascribed in Section 6.04(a).

“Oil and Gas Business” means (a) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, natural gas, liquefied natural gas and other hydrocarbon properties or products produced in association with any of the foregoing; and (b) any business relating to oil and gas field sales and service.

“Parties” has the meaning ascribed in the preamble.

“Person” means a corporation, company, association, partnership, joint venture, organization, business, individual (and the heirs, executors, administrators, or other legal representatives of an individual), trustee, trust, or any other entity or organization, including a government or any subdivision or agency”.

“Preferred Rights” means the preferential rights attached to the Class A Shares pursuant to the by-laws of the Company, which consist in the right of all of the Class A Shares to receive all amounts distributed by the Company as capital distributions pursuant to a resolution of capital

26

reduction passed by the shareholders meeting of the Company, up to US$ 41,440,000, excluding therefore other Shares from such distributions.

“Proposed Transferee” has the meaning ascribed in Section 6.03.

“Proposing Shareholder” has the meaning ascribed in Section 8.0 1.

“Purchase Notice” has the meaning ascribed in Section 6.04(b).

“Related Persons” shall mean any individual with a family or blood relationship with one Shareholder or its controller.

“Relevant Companies” means those companies holding the Chile Business, namely, the Company, GeoPark Fell SpA, a company organized under the laws of Chile and GeoPark  Magallanes Limitada, a limited liability company organized under the laws of Chile.

“Reorganization” shall mean the restructuring of a corporation, as by a merger or recapitalization for bona fide commercial purposes.

“Reorganization Process” means the organizational restructuring process which involves the transfer of the Chile Business into the Relevant Companies.

“Secondee” has the meaning ascribed in Section 4.06.

“Service Level Agreements” means agreements between the Relevant Companies and GeoPark Argentina Limited or another GeoPark Affiliate for the provision of technical, financial and commercial advice and equipment in the operation, exploration, development and production of hydrocarbons in the Blocks.

“Shareholder in Breach” has the meaning ascribed in Section 7.01(b)(v).

“Shareholders” means any one of (i) the GeoPark Shareholder, (ii) the LGI Shareholder, and (iii) [any Transferee who joins this Agreement].

“Shares” means the shares of the Company.

“Subscription Agreement” has the meaning ascribed in the recitals.

“Tag-Along Right” has the meaning ascribed in Section 6.05.

“Terminating Shareholder” has the meaning ascribed in Section 7.01(b)(v).

“Third Party Buyer” means a Person who is not a party to this agreement and is interested in acquiring Shares.

“Transfer” has the meaning ascribed in Section 6.02(a).

“Transferring Shareholder” has the meaning ascribed in Section 6.02(a).

“US$” or “Dollars” means the lawful currency of the United States of America.

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EX-10.8

Exhibit 10.8

AGREEMENT FOR THE SUBSCRIPTION OF SHARES BY AND AMONG GEOPARK HOLDINGS

LIMITED, as the Guarantor,

GEOPARK CHILE LIMITED AGENCIA EN CHILE, as the Existing Shareholder,

GEOPARK COLOMBIA S.A., as the Company,

AND LG INTERNATIONAL CORP. as the Investor,

December 18, 2012

TABLE OF CONTENTS

	Page
1. Definitions	1
2. Subscription of the Subscription Shares and Closing	5
(a) Agreement	5
(b) Subscription Price	5
(c) Acquisition Costs Reimbursement Amount	5
(d) Investor Subordinated Loan Amount	5
(e) The Closing	5
(f) Payment	6
(g) Subordinated Debt	6
(h) Deliveries at the Closing	6
3. Representations and Warranties Concerning the Transaction	7
(a) Representations and Warranties of the Warrantors	7
(b) Representations and Warranties of the Investor	8
4. Representations and Warranties in relation to the Relevant Companies	9
(a) Organization, Qualification, and Corporate Power	9
(b) Authorization of Transaction	10
(c) Capitalization	10
(d) Noncontravention	10
(e) Brokers’ Fees	11
(f) Subsidiaries	11
(g) Solvency	11
(h) Compliance with Laws	11
(i) Assets and liabilities	11
(j) Position since the acquisition of the Colombia Business	12
5. Representations and warranties in relation to the Subscription Shares	12
6. Representations and warranties in relation to the information provided to the Investor	12
7. Covenants	12
(a) Confidentiality	12
(b) Further Actions	13
(c) Knowledge of Claims	13
8. Conditions to Obligation to Close	14
(a) Conditions to Obligation of the Investor	14
(b) Conditions to Obligation of the Company and the Existing Shareholder	15
9. Survival of Representations, Warranties and Covenants; Indemnification; and Termination	15
(a) Representations, Warranties and Covenants	15
(b) Indemnification by the Existing Shareholder	16
(c) Indemnification by the Company	16

TABLE OF CONTENTS (cont)

	Page
(d) Indemnification by Investor	16
(e) Certain Limitations	16
(f) Matters Involving Third Parties	17
(g) Exclusive Remedy and Recourse	17
(h) Recovery	17
10. Miscellaneous	18
(a) Press Releases and Public Announcements	18
(b) No Third-Party Beneficiaries	18
(c) Entire Agreement	18
(d) Succession and Assignment	18
(e) Counterparts	18
(f) Headings	18
(g) Notices	18
(h) Governing Law	19
(i) Jurisdiction	19
(j) Waiver of Jury Trial	19
(k) Amendments and Waivers	19
(l) Severability	19
(m) Expenses	19
(n) No Representations or Warranties	20
(o) Construction	20
(p) Incorporation of Exhibits, Annexes, and Schedules	20

Exhibit A	-	Shareholders Agreement
Exhibit B	-	Investor Subordinated Loan Agreement
Exhibit C	-	Subscription Document
Schedule 4(a)	-	Officers and Directors; Jurisdictions
Schedule 4(c)	-	Capitalization
Schedule 4(d)	-	Notices, Filings and Consents
Schedule 4(f)	-	Subsidiaries
Schedule 4(i)	-	Permitted Encumbrances
Schedule 8(a)(vii)	-	Required Consents

AGREEMENT FOR THE SUBSCRIPTION OF SHARES

This AGREEMENT FOR THE SUBSCRIPTION OF SHARES (this “Agreement”) is dated as of December 18, 2012 and is by and between (1) GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda (the “Existing Shareholder”), (2) GeoPark Colombia S.A. a company organized under the laws of Chile (the “Company”), (3) GeoPark Holdings Limited, a company organized under the laws of Bermuda (the “Guarantor” and together with the Existing Shareholder, the “Warrantors”), and (4) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (“Investor”, and together with the Existing Shareholder, the Guarantor and the Company, the “Parties”).

RECITALS:

WHEREAS, Guarantor is a holding company engaged through its subsidiaries in, inter alia, the Colombia Business;

WHEREAS, the Company owns 100% of the outstanding legal and beneficial ownership interest in (i) GeoPark Llanos S.A.S., a simplified Colombian corporation (sociedad por acciones simplificada) (“GeoPark Llanos”), (ii) GeoPark Colombia S.A.S., a simplified Colombian corporation (sociedad por acciones simplificada) (“GeoPark Colombia”), and (iii) GeoPark Luna S.A.S., a simplified Colombian corporation (sociedad por acciones simplificada) (“GeoPark Luna”);

WHEREAS, Investor has agreed to subscribe for, and the Company has agreed to cause to be issued to Investor 250 (two hundred and fifty) common shares of the issued capital of the Company, corresponding to twenty percent (20%) of the outstanding shares of the Company, representing a twenty percent (20%) equity interest in the Company on a fully diluted basis, (the “Subscription Shares”) subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

“Acquisition Costs Reimbursement Amount” means an amount of US$260,000 (Two Hundred and Sixty Thousand Dollars), allocable to the Investor for costs incurred by the Existing Shareholder in connection with the acquisition of the Colombia Business prior to the Closing Date.

“Affiliate” of a specified Person means any Person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified Person.  As used in this definition of Affiliate, the term “control” of a specified Person including, with correlative meanings, the terms, “controlled by” and “under common control with,” means (a) the ownership, directly or indirectly, of fifty percent (50%) or more of the equity interest in a Person or (b) the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

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“Board” has the meaning set forth in Section 2(h)(i) below.

“Business Day” means any day other than a Saturday or Sunday or any day banks in Colombia, Chile, Seoul, New York or Bermuda are authorized or required to be closed.

“Closing” has the meaning set forth in Section 2(e) below.

“Closing Date” has the meaning set forth in Section 2(e) below.

“Confidentiality Agreement” has the meaning set forth in Section 7(a) below.

“Colombia Business” means the ongoing Oil and Gas Business of the Relevant Companies in Colombia and all material assets and liabilities related thereto as of the Closing Date, including all existing P1, P2 and P3 reserves, development potential, exploration and rights resulting therefrom, the operatorship and direct working interests in the Yamu Block (55-75%), Llanos 34 Block (45%) Cuerva Block (100%) and Llanos 62 Block (100%), and the Relevant Companies’ non operated interest in the Llanos 32 Block (10%), Llanos 17 Block (37%), Jagüeyes Block (5%), Abanico Block (10%), Cerrito Block (10%) and Arrendajo Block (10%)  and all costs and obligations relating to the assets, including all indebtedness and obligations (including without limitation legal and accounting fees).

“Company” has the meaning set forth in the preface to this Agreement.

“Disclosure Schedule” has the meaning set forth in Section 4 below.

“Encumbrances” means all pledges, liens, charges, encumbrances, easements, encroachments, defects, security interests, claims, options, mortgages, conditional sale or other title retention agreements, proxies or voting trusts or other restrictions of every kind.

“Existing Shareholder” has the meaning set forth in the preface to this Agreement.

“Existing Shareholder Affiliates” has the meaning set forth in Section 9(d) below.

“GeoPark Colombia” has the meaning set forth in the recitals to this Agreement.

“GeoPark Llanos” has the meaning set forth in the recitals to this Agreement.

“GeoPark Llanos Loan Agreement” means that certain Loan Agreement (Contrato de Préstamo) dated September 3, 2012, among GeoPark Llanos and GeoPark Cuerva LLC, as borrowers, the Existing Shareholder, as guarantor, and Banco Itaú BBA S.A. Nassau Branch, as lender.

“GeoPark Luna” has the meaning set forth in the recitals to this Agreement.

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“Governmental Entity” means any foreign, federal, state, local or other court, legislature, governmental agency, commission or regulatory authority or instrumentality.

“Guarantor” has the meaning set forth in the preface to this Agreement.

“Indemnified Party” has the meaning set forth in Section 9(f)(i) below.

“Indemnifying Party” has the meaning set forth in Section 9(f)(i) below.

“Indemnity Cap” has the meaning set forth in Section 9(e)(i) below.

“Investor” has the meaning set forth in the preface to this Agreement.

“Investor Representatives” has the meaning set forth in Section 9(b) below.

“Investor Subordinated Loan Agreement” means the Subordinated Loan Agreement dated as of the Closing Date, between the Investor and WOGSA, substantially in the form of Exhibit B.

“Investor Subordinated Loan Amount” means an amount equal to the sum of US$4,909,805 (Four Million Nine Hundred and Nine Thousand Eight Hundred and Five Dollars).

“Knowledge” means, (i) with respect to the Existing Shareholder or the Guarantor, the actual knowledge, having made reasonable inquiry, of Andrés Ocampo, Guillermo Portnoi, Pedro Aylwin Chiorrini, Salvador Harambour, James Park or Pablo Ducci, (ii) with respect to the Investor, the actual knowledge, having made reasonable inquiry, of Eung-Kyu Lee, Yong-Wook Lee, Heon Jeong, Yun Soo Lee, Sean Yoo, In-Dae Park, Joon-Sang Jo or Michael Kim, and (iii) with respect to the Company, the actual knowledge, having made reasonable enquiry, of Andrés Ocampo, Guillermo Portnoi, Pedro Aylwin Chiorrini, Marcela Vaca, James Park or Pablo Ducci.

“Law” means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Entity directly applicable to such Person or any of its respective properties or assets, as amended from time to time.

“Losses” has the meaning set forth in Section 9(b) below.

“Material Adverse Effect” means any set of circumstances or events which, individually or in the aggregate, could reasonably be expected to constitute a material adverse effect on the assets, business, results of operations, cash flows or financial condition of the Company taken as a whole or on the ability of the Existing Shareholder or the Investor, as applicable, to perform its material obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

“Oil and Gas Business” means (a) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, natural gas, liquefied natural gas and other hydrocarbon properties or products produced in association with any of the foregoing; and (b) any business relating to oil and gas field sales and service.

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“Partial Subordinated Debt Repayment Amount” has the meaning set forth in Section 2(f) below.

“Party” has the meaning set forth in the preface to this Agreement.

“Payment Date” means the date that is the tenth (10th) Business Day following the Closing Date.

“Permitted Encumbrances” means: (i) Encumbrances reflected in Section 4(i) of the Disclosure Schedules, (ii) minor Encumbrances that have arisen in the ordinary course of ordinary business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company, (iii) Encumbrances for current Taxes not yet due and payable, (iv) transfer restrictions under securities laws (including the Securities Act and U.S. state securities law), and (v) Encumbrances under this Agreement and the Shareholders Agreement.

“Person” means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Proceeding” has the meaning set forth in Section 3(a)(v) below.

“Relevant Companies” shall mean the Company, GeoPark Luna, GeoPark Colombia and GeoPark Llanos.

“Securities Act” means the Securities Act of 1933, as amended.

“Shareholders Agreement” means the Shareholders’ Agreement dated as of the Closing Date, among the Existing Shareholder, the Investor and the Company, governing certain voting arrangements and other matters with respect to the Company, substantially in the form of Exhibit A.

“Shares” means all of the 1250 shares in the capital stock of the Company.

“Stock Purchase Agreements” means (i) the Stock Purchase Agreement among Darlan S.A., Bonanza Ventures, Inc., Winamac Holdings Inc., Realstep Overseas Inc., GeoPark Colombia and GeoPark Luna, dated February 10, 2012 and (ii) the Purchase and Sale Agreement between Hupecol Cuerva Holdings LLC and GeoPark Llanos, dated March 26, 2012.

“Subscription Document” means the subscription document dated as of the Closing Date, between the Investor and the Company, pursuant to which the Subscription Shares are issued to the Investor, substantially in the form of Exhibit C.

“Subscription Price” has the meaning set forth in Section 2(b) below.

“Subscription Shares” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means any corporation, partnership, joint venture or other entity (a) in which a company owns, directly or indirectly, fifty percent (50%) or more of the outstanding voting securities or equity interests, (b) of which a company is a general partner, or (c) that is otherwise controlled by a company.

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“Tax” means (i) any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (ii) any material liability of the Company for the payment of amounts with respect to payments of a type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group, or as a result of any obligation of the Company under any Tax indemnity arrangement or any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary tax return which tax return includes or included the Company.

“Third Party Claim” has the meaning set forth in Section 9(f)(i) below.

“Warrantors” has the meaning set forth in the recitals to this Agreement.

“WOGSA” means Winchester Oil and Gas S.A., a Panama corporation.

2. Subscription of the Subscription Shares and Closing.

(a) Agreement. On the terms and subject to the conditions of this Agreement, at the Closing, Investor agrees to subscribe and the Company agrees to cause to be issued to Investor the Subscription Shares free and clear of all Encumbrances (other than Permitted Encumbrances of the type set forth in clauses (iii)-(v) of the definition thereof).

(b) Subscription Price. The aggregate amount to be paid by Investor to the Company for the Subscription Shares shall be an amount equal to the sum of US$14.92 million (Fourteen Million and Nine Hundred and Twenty Thousand Dollars) (the “Subscription Price”). The Subscription Price shall be paid on the Payment Date in accordance with Section 2(f) below.

(c) Acquisition Costs Reimbursement Amount.  On the Payment Date, the Investor shall pay to the Existing Shareholder the Acquisition Costs Reimbursement Amount in accordance with Section 2(f) below.

(d) Investor Subordinated Loan Amount.  On the Payment Date, the Investor shall provide a loan to WOGSA in a principal amount equal to the Investor Subordinated Loan Amount in accordance with term of the Investor Subordinated Loan Agreement and Section 2(f) below.

(e) The Closing.  The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the date of this Agreement (the “Closing Date”), subject to the satisfaction (or waiver) of the conditions set forth in Section 8.

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(f) Payment.  On the Payment Date, (i) the Investor shall pay and disburse (A) the Subscription Price to the Company by wire transfer of immediately available funds to the account specified by the Company in a written notice delivered to the Investor at least two (2) Business Days prior to the Payment Date, (B) the Acquisition Cost Reimbursement Amount to the Existing Shareholder, by wire transfer of immediately available funds to the account specified by the Existing Shareholder in a written notice delivered to the Investor at least two (2) Business Days prior to the Payment Date, and (C) the Investor Subordinated Loan Amount to WOGSA, by wire transfer of immediately available funds to the account specified by WOGSA in a written notice delivered to the Investor at least two (2) Business Days prior to the Payment Date and (ii) (A) upon receipt of the Subscription Price as set forth in clause (i)(A) above, the Company shall pay to the Existing Shareholder an amount equal to the Subscription Price and (B) upon receipt of the Investor Subordinated Loan Amount as set forth in clause (i)(C) above, WOGSA shall pay to the Existing Shareholder an amount equal to the Investor Subordinated Loan Amount (together with the amount in clause (ii)(A) above, the “Partial Subordinated Debt Repayment Amount”), in each case for repayment of an equivalent amount of intercompany debt that the Existing Shareholder has made available to the Company and WOGSA, as the case may be, by wire transfer of immediately available funds to the account specified by the Existing Shareholder in a written notice delivered to the Company at least two (2) Business Days prior to the Payment Date.

(g) Subordinated Debt.  Upon receipt by the Existing Shareholder of the Partial Subordinated Debt Repayment Amount, the aggregate amount of indebtedness owed by any Relevant Company (or any Subsidiary thereof) to the Existing Shareholder or any Affiliate thereof (other than any Relevant Company) shall equal US$19,639,220 million (Nineteen Million Six Hundred and Thirty Nine Thousand Two Hundred and Twenty Dollars).

(h) Deliveries at the Closing.  At and upon the satisfaction (or waiver) of the conditions to the Closing, the Parties shall unconditionally perform the following transactions, which shall become effective upon Closing unless otherwise indicated in this Section 2:

(i) The Existing Shareholder shall appoint or elect or cause to be appointed or elected to the board of directors of the Company (the “Board”) (A) up to three (3) individuals named by the Existing Shareholder and (B) if and to the extent requested by Investor in writing at least two (2) Business Days prior to the Closing Date, one (1) individual identified by Investor to the Existing Shareholder in writing, with such appointment being effective as of the Closing; and

(ii) (A) The Company and the Existing Shareholder will deliver to the Investor the various agreements, certificates, instruments and documents referred to in Section 8(a) below, and (B) the Investor will deliver to the Company and the Existing Shareholder other various agreements, certificates, instruments and documents referred to in Section 8(b) below.

(iii) The Company shall register the Subscription Shares in the shareholders registry of the Company in the name of the Investor and shall provide evidence reasonably satisfactory to the Investor of such registration immediately following the Closing.

(iv) Unless done prior to Closing, the by-laws of the Company shall be amended to reference the Shareholders Agreement and to amend the Company’s business purpose to be consistent with Section 2.01 of the Shareholders Agreement.

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3. Representations and Warranties Concerning the Transaction.

(a) Representations and Warranties of the Warrantors. Each of the Warrantors represents and warrants to the Investor as follows:

(i) Organization of the Existing Shareholder. It is a Bermuda corporation duly organized, validly existing, and in good standing under the laws of Bermuda.  It is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.  It has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

(ii) Authorization of Transaction.  It has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the performance by it of its obligations hereunder have been authorized by all requisite corporate action on its part. This Agreement has been validly executed and delivered by it and, assuming that this Agreement has been duly authorized, executed and delivered by the other Parties, constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms; except that such enforceability is subject to and limited by the effect of bankruptcy, insolvency, reorganization, arrangement and moratorium laws, laws relating to fraudulent transfers or conveyances and general principles of equity (whether asserted in an action at law or in equity).  It is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Entity in order to consummate the transactions contemplated by this Agreement.

(iii) Non-contravention.  Neither the execution and the delivery of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Government Entity to which it is subject, (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject or (C) violate the articles of organization, certificate of incorporation, bylaws, operating agreement, certificate of formation, or other similar organizational document of it, except, in the case of clause (A) and (B), for such conflicts, breaches and defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

(iv) Brokers’ Fees.  Neither it nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(v) Litigation.  There is no action, suit, proceeding, hearing, or investigation of, in, or before any Governmental Entity or quasi judicial or administrative agency of any federal, state, local, or foreign jurisdiction (collectively, a “Proceeding”) pending or, to its Knowledge, threatened against it which has, or would reasonably be expected to have, a Material Adverse Effect.

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(vi) Title.  Upon the occurrence of the Closing, the Existing Shareholder will legally and beneficially own 80% of the Shares, free and clear of any Encumbrances (other than Permitted Encumbrances of the type set forth in clauses (iii)-(v) of the definition thereof).  The Existing Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that requires the Existing Shareholder to sell, transfer, or otherwise dispose of any capital stock of the Company.  The Existing Shareholder is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the Company (other than the Shareholders Agreement).

(vii) The Existing Shareholder is not insolvent, unable to pay its debts or bankrupt and has not stopped paying its debts as and when they fall due. No order has been made and no resolution has been passed for the winding up of it or for a provisional liquidator to be appointed in respect of it and no meeting has been convened for the purposes of winding it up.

(b) Representations and Warranties of the Investor.  The Investor represents and warrants to the Existing Shareholder as follows:

(i) Organization of the Investor.  The Investor is a corporation duly organized, validly existing, and in good standing under the laws of Korea. The Investor is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.  The Investor has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

(ii) Authorization of Transaction.  The Investor has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the performance by the Investor of its obligations hereunder have been authorized by all requisite corporate action on the part of the Investor.  This Agreement has been validly executed and delivered by the Investor and, assuming that this Agreement has been duly authorized, executed and delivered by the Existing Shareholder and the Company, constitutes a valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms; except that such enforceability is subject to and limited by the effect of bankruptcy, insolvency, reorganization, arrangement and moratorium laws, laws relating to fraudulent transfers or conveyances and general principles of equity (whether asserted in an action at law or in equity).  The Investor is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Entity in order to consummate the transactions contemplated by this Agreement.

(iii) Non-contravention.  Neither the execution and the delivery of this Agreement by the Investor, nor the consummation of the transactions contemplated hereby by the Investor, will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Entity to which the Investor is subject or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which the Investor is a party or by which it is bound or to which any of its assets is subject or (C) violate the articles of organization, certificate of incorporation, by-laws, operating agreement, certificate of formation, or other similar organizational document of the Investor, except, in the case of clause (A) and (B), for such conflicts, breaches and defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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(iv) Brokers’ Fees.  Neither the Investor nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(v) Litigation. There is no Proceeding pending or, to the Knowledge of the Investor, threatened against the Investor which has, or would reasonably be expected to have, a Material Adverse Effect.

(vi) Solvency.  The Investor is not insolvent, unable to pay its debts or bankrupt and has not stopped paying its debts as and when they fall due. No order has been made and no resolution has been passed for the winding up of it or for a provisional liquidator to be appointed in respect of it and no meeting has been convened for the purposes of winding it up.

(vii) Investment.  The Investor acknowledges that the Subscription Shares have not been registered under the Securities Act or under any state securities laws.  The Investor is acquiring the Subscription Shares solely for investment and not with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act.  The Investor has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Subscription Shares and of making an informed investment decision, and is an accredited investor (as defined in the rules promulgated under the Securities Act).

(viii) Sufficient Funds. At the Closing, Investor will have sufficient cash or other sources of immediately available funds to pay in cash the Subscription Price in accordance with Section 2(b), the Acquisition Costs Reimbursement Amount in accordance with Section 2(c), and the Investor Subordinated Loan Amount in accordance with Section 2(d) and for all other actions necessary for Investor to consummate the transactions contemplated in this Agreement.

(ix) OFAC. Neither Investor, nor, to the Knowledge of Investor, any of its officers, directors or employees, is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department and none of the funds used by Investor to consummate the transactions contemplated by this Agreement have been provided to or otherwise made available to Investor by any such person.  None of the funds used by Investor to consummate the transactions contemplated by this Agreement were derived from any activities that contravene any applicable Law, including anti-money laundering, anti-terrorism or anti-bribery laws.

4. Representations and Warranties in relation to the Relevant Companies.  Except as set forth in the disclosure schedule delivered by the Company to the Investor on the date hereof (the “Disclosure Schedule”), the Company and the Warrantors represent and warrant to the Investor as follows:

(a) Organization, Qualification, and Corporate Power.  Each of the Relevant Companies is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and each Relevant Company is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required.  Each Relevant Company has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. Section 4(a) of the Disclosure Schedule lists the directors and officers of each Relevant Company and each jurisdiction in which it is duly authorized to conduct business.  The Company has previously delivered to the Investor true and correct copies of the Articles of Incorporation for each Relevant Company, as amended to the date hereof, and by-laws of each Relevant Company, as amended to the date hereof.

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(b) Authorization of Transaction.  The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement and the performance by it of its obligations hereunder have been authorized by all requisite corporate action on its part.  This Agreement has been validly executed and delivered by it and, assuming that this Agreement has been duly authorized, executed and delivered by the other parties, constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms; except that such enforceability is subject to and limited by the effect of bankruptcy, insolvency, reorganization, arrangement and moratorium laws, laws relating to fraudulent transfers or conveyances and general principles of equity (whether asserted in an action at law or in equity).  No Relevant Company is required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Entity in order to consummate the transactions contemplated by this Agreement.

(c) Capitalization. Section 4(c) of the Disclosure Schedule sets forth the capitalization structure of the Relevant Companies.  All of the issued and outstanding shares of each Relevant Company have been duly authorized, are validly issued, fully paid, and nonassessable, are free from any Encumbrance (other than Permitted Encumbrances of the type set forth in clauses (iii)-(v) of the definition thereof and a pledge on the shares of GeoPark Llanos as contemplated by Section 3.11(a)(ii) of the GeoPark Llanos Loan Agreement), are solely legally and beneficially held by (i) with respect to the Company, the Existing Shareholder (other than the Subscription Shares issued in accordance with the terms of this Agreement), and (ii) with respect to each of GeoPark Llanos, GeoPark Colombia, and GeoPark Luna, the Company, and were not issued in violation of any preemptive or similar rights.  Except as set forth in Section 4(c) of the Disclosure Schedule and those granted pursuant to this Agreement and the Shareholders Agreement, there are no outstanding or authorized agreements, arrangements, options, warrants, purchase rights, subscription rights, conversion rights, exchange rights, or other contracts or commitments that require the any Relevant Company to issue, sell, or otherwise cause to become outstanding any other capital stock.  Except as set forth in Section 4(c) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any Relevant Company. No person (other than another Relevant Company) holds any security convertible into shares in a Relevant Company.

(d) Non-contravention.  Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Entity to which any Relevant Company is subject, (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which any Relevant Company is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Encumbrance upon any of the assets of either) including but not limited to the acceleration of any rights under the Stock Purchase Agreements, or (iii) violate the articles of organization, articles of incorporation, by-laws, limited liability company agreement, certificate of formation, or other similar organizational document, or any shareholder agreement, of any Relevant Company except, in the case of clause (i) and (ii), for such conflicts, breaches and defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.  Except as set forth in Section 4(d) of the Disclosure Schedule, no Relevant Company is required to give notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Entity in order for the Parties to consummate the transactions contemplated by this Agreement.

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(e) Brokers’ Fees.  No Relevant Company has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

(f) Subsidiaries.  Except as set forth on Section 4(f) of the Disclosure Schedule, the Company has no Subsidiaries, and the Company is not a partner in any partnership or a co-venturer in any joint venture or other business enterprise.

(g) Solvency.  No Relevant Company is insolvent, unable to pay its debts or bankrupt and no Relevant Company has stopped paying its debts as and when they fall due. In respect of each Relevant Company, no order has been made and no resolution has been passed for the winding up of it or for a provisional liquidator to be appointed in respect of it and no meeting has been convened for the purposes of winding it up.

(h) Compliance with Laws.  Each of the Relevant Companies has materially complied with all applicable Laws, regulatory rules, including, without limitation, antibribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval. In connection with any of the transactions contemplated in this Agreement or the business of the Relevant Companies, neither it nor any of its Affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has, to the Knowledge of the Company or any Warrantor, directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, Government Entity or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, other corrupt purpose, or (2) entered into any transaction that either promoted or involved the proceeds of unlawful criminal activity.

(i) Assets and liabilities.

(i) All of the assets and liabilities of each Relevant Company relate only to the Colombia Business.

(ii) For each Relevant Company, there are no material liabilities which have not been disclosed to the Investor.

(iii) Each Relevant Company has good and marketable title to all of its assets free from any Encumbrance (other than any Permitted Encumbrance).

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(j) Position since the acquisition of the Colombia Business.  Since the acquisition of the Colombia Business pursuant to the Stock Purchase Agreements, (i) the Colombia Business has been carried on in the ordinary and usual course in accordance with good and prudent petroleum industry practices and field conservation principles as are generally followed by prudent and diligent operators of the petroleum industry under similar conditions and circumstances, including transacting on an arm’s length basis and engaging materially in no other business, (ii) no Encumbrance (other than any Permitted Encumbrance) has been created or allowed to be created upon any asset material to the Colombia Business, (iii) there has been no Material Adverse Effect, (iv) neither the Company nor the Warrantors have actual knowledge of any breach of any warranty given by any seller under any Stock Purchase Agreement, and (v) the Company has not declared, set aside or paid any dividend or other distribution (whether in cash, securities or other property) in respect of the capital stock, quotas, or other equity or ownership interests of the Company.

5. Representations and warranties in relation to the Subscription Shares. The Company and the Warrantors represent and warrant to the Investor as follows:

(a) On the allotment and issue of the Subscription Shares and upon payment therefor, the Subscription Shares will rank on an equal footing in all respects with the then existing issued shares of the same class in the capital of the Company.

(b) On the allotment and issue of the Subscription Shares and upon payment therefor, the Investor will be the holder of the Subscription Shares free from any Encumbrance (other than Permitted Encumbrances of the type set forth in clauses (iii)-(v) of the definition thereof).

(c) On the allotment and issue of the Subscription Shares and upon payment therefor, the Subscription Shares will represent 20% of the Company’s paid up capital on a fully diluted basis.

6. Representations and warranties in relation to the information provided to the Investor.

(a) The Company and the Warrantors represent and warrant to the Investor that the Disclosure Schedule has been prepared by the Company in good faith and, to their Knowledge, it is not materially misleading.

(b) The Warrantors represent and warrant to the Investor that the Warrantors, directly and through their Affiliates and advisors, have granted Investor, its executives, employees, counsels and advisors, access to all material information of each Relevant Company, its business, contracts, books, records, and documents. In that process, the Warrantors have not omitted or withheld any information or document that, to the Knowledge of the Warrantors, has, or shows a situation that would reasonably be expected to result in, a Material Adverse Effect on the Colombia Business or a Relevant Company.

7. Covenants. The Parties agree as follows:

(a) Confidentiality. Investor acknowledges that the information being provided by the Existing Shareholder and the Relevant Companies to it in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the confidentiality agreement of January 11th, 2010 between GeoPark and Investor (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference.  In the event of a conflict between the Confidentiality Agreement and this Agreement, the terms of this Agreement shall govern.  No Party will make any public announcement or issue any public communication (including interviews with the media and, prior to Closing, announcements or communications to employees of the Relevant Companies) regarding this Agreement or the transactions contemplated hereby, or any matter related to the foregoing, without first obtaining the prior consent of the other Party (which consent shall not be unreasonably withheld); provided, however,

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that a Party shall be permitted to make any announcement or other communication as required by applicable Law, legal process or  rules of any national securities exchange, in which case the Party required to make the announcement or communication shall make its best effort to either (i) coordinate with the other Party or communicate such announcement to the other Party prior to making such announcement or communication or (ii) if reasonable efforts shall first have been made to coordinate such announcement with the other Party, communicate such announcement or communication to the other Party as soon as reasonably practicable following such announcement or communication.

(b) Further Actions.

(i) Subject to the terms and conditions of this Agreement, each Party agrees to use its best efforts (except where a different efforts standard is specifically contemplated by this Agreement, in which case such different standard shall apply) to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement in the most expeditious and cost efficient manner practicable, having regard to the best interests of the Company.

(ii) Subject to any relevant confidentiality obligations the Existing Shareholder shall promptly inform Investor and Investor shall promptly inform the Existing Shareholder of any material communication made to, or received by it from, any Governmental Entity regarding any of the transactions contemplated hereby.

(iii) Upon the reasonable request of any other Party, Investor agrees to provide evidence confirming the statements of Investor set forth in Sections 3(b)(ix)(viii) and (ix).

(c) Knowledge of Claims.

(i) If (A) prior to the Closing, any Warrantor (including any of its employees, representatives, lawyers, accountants and other advisors) has actual knowledge of any breach of this Agreement by, or claim that may be asserted hereunder against, Investor or Investor (including any of its employees, representatives, lawyers, accountants and other advisors) has actual knowledge of any breach of this Agreement by, or any claim that may be asserted hereunder against, any Warrantor or the Company (including, in both cases, claims for breach of any representation, warranty or covenant or for indemnification under Section 9) and (B) the Party having such knowledge (the “knowing party”) proceeds with the Closing notwithstanding such breach, then the knowing party shall be deemed to have irrevocably waived all rights in connection therewith and the knowing party and its successors, assigns and Affiliates shall have no right to (x) assert any claim pursuant to Section 9, (y) to sue for damages or (z) to otherwise assert any other right or remedy for any losses or other matters arising from or relating to such condition or breach, notwithstanding anything to the contrary contained herein or in any certificate delivered pursuant hereto.

(ii) For purposes of this Section, it shall not be deemed as being known by any Party hereto, any matter communicated by the other Party by means other than (A) such Party’s disclosure schedule (including, for the avoidance of doubt, the contents of documents listed or mentioned therein or attached thereto), (B) documents received in the course of its due diligence, (C) management presentations and written communications to a representative of such Party from a representative of the other Party, and (D) matters set forth in this Agreement, the Shareholders Agreement, and any other instrument or agreement executed by the Parties in connection herewith.

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8. Conditions to Obligation to Close.

(a) Conditions to Obligation of the Investor.  The effectiveness of this Agreement and the obligation of the Investor to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in Section 3(a) and Section 4 above shall be true and correct in all material respects at the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct in all material respects as of the specified date);

(ii) the Existing Shareholder shall have delivered to the Investor a certificate to the effect that each of the conditions specified above in Section 8(a)(i) is satisfied in all respects (with respect to the representations and warranties set forth in Section 3(a));

(iii) the Company shall have delivered to the Investor a certificate to the effect that each of the conditions specified above in Section 8(a)(i) is satisfied in all respects (with respect to the representations and warranties set forth in Section 4);

(iv) there shall not be any final injunction, judgment, order, decree, or ruling in effect that in any case could (i) prevent, make illegal or restrain the consummation of, or materially alter any of the transactions contemplated by this Agreement, or (ii) cause the issue of the Subscription Shares as contemplated by this Agreement to be rescinded, cancelled or declared void following their issue;

(v) the Parties shall not have received any notice that any action, suit, investigation or proceeding shall have been instituted or threatened that is reasonably likely to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby;

(vi) the Investor shall have received from the Company and the Existing Shareholder a certificate of an authorized officer of each of the Company and the Existing Shareholder, dated the Closing Date, in form and substance reasonably satisfactory to the Investor, as to (i) the resolutions of the board of directors or other applicable governing body of the Company and the Existing Shareholder, as the case may be, authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the authorized representatives of the Company and the Existing Shareholder, as the case may be, executing this Agreement;

(vii) the Existing Shareholder and the Company, as applicable, shall have received consents, in form and substance reasonably satisfactory to the Investor, to the transactions contemplated hereby from the other parties to all contracts, leases, agreements and permits to which a Relevant Company or any Subsidiary of a Relevant Company, as applicable, is a party or by which a Relevant Company or any Subsidiary of a Relevant Company or any of their respective assets or properties is affected and which are specified in Section 8(a)

(vii) of the Disclosure Schedule or are otherwise necessary to prevent a Material Adverse Effect;

(viii) the Investor shall have received copies of the organizational documents and the current shareholders registry for each Relevant Company;

(ix) the Company shall have executed and delivered the Subscription Document;

(x) the Company and the Existing Shareholder shall have executed and delivered the Shareholders Agreement;

(xi) WOGSA shall have executed and delivered the Investor Subordinated Loan Agreement; and

(xii) the Company shall have delivered to the Investor share certificates representing all of the issued and outstanding Subscription Shares, endorsed in blank or accompanied by a duly executed assignment document.

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All certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Investor.

The Investor may waive any condition specified in this Section 8(a) if it executes a writing so stating at or prior to the Closing.

(b) Conditions to Obligation of the Company and the Existing Shareholder. The effectiveness of this Agreement and the obligations of the Company and the Existing Shareholder to consummate the transactions to be performed by the Company and the Existing Shareholder in connection with the Closing is subject to satisfaction of the following conditions:

(i) the representations and warranties set forth in Section 3(b) above shall be true and correct in all material respects at the Closing Date;

(ii) the Investor shall have delivered to the Existing Shareholder and the Company a certificate to the effect that each of the conditions specified above in Section 8(b)(i) is satisfied in all respects;

(iii) there shall not be any final injunction, judgment, order, decree, or ruling in effect preventing consummation of any of the transactions contemplated by this Agreement;

(iv) the Parties shall not have received any notice that any action, suit, investigation or proceeding shall have been instituted or threatened that is reasonably likely to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby;

(v) the Company and the Existing Shareholder shall have received from the Investor a certificate of an authorized officer of the Investor, dated the Closing Date, in form and substance reasonably satisfactory to the Company and the Existing Shareholder, as to (i) the resolutions of the board of directors or other applicable governing body of the Investor authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (ii) the incumbency and signatures of the authorized representatives of the Investor executing this Agreement;

(vi) the Investor shall have executed and delivered the Subscription Document;

(vii) the Investor shall have executed and delivered the Shareholders Agreement; and

(viii) the Investor shall have executed and delivered the Investor Subordinated Loan Agreement.

All certificates, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to the Investor.

The Company and the Existing Shareholder may waive any condition specified in this Section 8(b) if they execute a writing so stating at or prior to the Closing.

9. Survival of Representations, Warranties and Covenants; Indemnification; and Termination.

(a) Representations, Warranties and Covenants.  The representations and warranties contained in Sections 3(a), 3(b), and 4 shall survive the Closing Date for a period of twelve (12) months.  Any matter as to which a claim has been asserted by notice to the other Party received before the expiration of such survival period that is pending or unresolved at the end of such period shall continue to be covered by this Section 9 notwithstanding any applicable statute of limitations (which the Parties hereby waive) until such matter is finally terminated or otherwise resolved by the Parties or by a court of competent jurisdiction and any amounts payable hereunder are finally determined and paid.

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(b) Indemnification by the Existing Shareholder.  As an inducement to the Investor to enter into this Agreement, and acknowledging that the Investor is relying on the indemnification provided in this Section 9(b) in entering into this Agreement, and provided that Investor makes a written claim for indemnification against the Existing Shareholder pursuant to Section 10(g) below within the survival period (if there is an applicable survival period pursuant to Section 9(a) above), subject to the limitations set forth below, the Warrantors hereby agree to indemnify, defend and hold harmless the Investor and its employees, officers, members, managers, directors, representatives, agents, counsel, successors and assigns (collectively, “Investor Representatives”), from and against any claims, losses, liability, obligations, lawsuits, judgments, settlements, governmental investigations, deficiencies, damages, costs or expenses including, without limitation, interest, penalties, reasonable attorneys’ fees, reasonable costs of investigation and all amounts paid in defense or settlement of the foregoing (collectively “Losses”), suffered or incurred by the Investor or Investor Representatives as a result of or in connection with: (i) a breach of any material representation or warranty of the Existing Shareholder or the Guarantor in this Agreement and (ii) a breach of any material obligation, covenant or agreement of the Existing Shareholder or the Guarantor in this Agreement.

(c) Indemnification by the Company.  As an inducement to the Investor to enter into this Agreement, and acknowledging that the Investor is relying on the indemnification provided in this Section 9(c) in entering into this Agreement, and provided that Investor makes a written claim for indemnification against the Company, Existing Shareholder or Guarantor (as the case may be) pursuant to Section 10(g) below within the survival period (if there is an applicable survival period pursuant to Section 9(a) above), subject to the limitations set forth below, the Company hereby agrees to indemnify, defend and hold harmless the Investor Representatives from and against any Losses suffered or incurred by the Investor or Investor Representatives as a result of or in connection with: (i) a breach of any material representation or warranty of the Company in this Agreement, and (ii) a breach of any material obligation, covenant or agreement of the Company in this Agreement.

(d) Indemnification by Investor.  As an inducement to the Existing Shareholder to enter into this Agreement, and acknowledging that the Existing Shareholder is relying on the indemnification provided in this Section 9(d) in entering into this Agreement, and provided that the Existing Shareholder makes a written claim for indemnification against the Investor pursuant to Section 10(g) below within the survival period (if there is an applicable survival period pursuant to Section 9(a) above), subject to the limitations set forth below, the Investor hereby agrees to indemnify, defend and hold harmless the Existing Shareholder and its respective Affiliates (including any Relevant Company), employees, officers, members, managers, directors, representatives, agents, counsel, successors and assigns (collectively, “Existing Shareholder Affiliates”), from and against any Losses suffered or incurred by the Existing Shareholder or Existing Shareholder Affiliates as a result of or in connection with: (i) a breach of any material representation or warranty of the Investor in this Agreement, and (ii) a breach of any material obligation, covenant or agreement of the Investor in this Agreement.

(e) Certain Limitations.  The indemnification provided for in Sections 9(b) to (d) shall be subject to the following limitations:

(i) Except in the case of fraud, criminal conduct, breach of trust, bad faith or willful misconduct, the aggregate of the sum of indemnification obligations of the Company and the Warrantors under Sections 9(b) and (c) shall be limited to fifty percent (50%) of the Subscription Price  (the “Indemnity Cap”); provided that neither the Warrantors  nor the Company shall have any obligation to indemnify the Investor from and against any such Losses arising from a breach unless  and only with respect to individual items where such Losses exceed an amount equal to Five Hundred Thousand Dollars ($500,000) and then the Investor may claim the entire amount of the Loss.

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(ii) No Party shall be entitled to recover from any other Party hereunder for the same Loss more than once.

(iii) Neither any Investor Representative nor any Existing Shareholder Affiliate, as the case may be, shall be entitled to indemnification for any breach of a representation or warranty hereunder if such Investor Representative or Existing Shareholder Affiliate, as applicable, had actual knowledge of such breach on or before Closing.

(iv) In no event shall Losses include any special, punitive, indirect, incidental or consequential damages whatsoever.

(f) Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Section 9, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby.

(ii) Any Indemnifying Party will have the right to participate in and, if it so chooses, assume the defense of the Third Party Claim with counsel of its choice at any time within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate cocounsel at its sole cost and expense and participate in the defense of the Third Party Claim.  The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof.

(iii) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties, does not impose an injunction or other equitable relief upon the Indemnified Party, there is no finding or admission of any violation of applicable laws or any violation of the rights of any Person and the Indemnified Party shall have no liability with respect to such settlement. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party.

(g) Exclusive Remedy and Recourse.  Except in the case of fraud or willful misconduct, the Investor and the Existing Shareholder acknowledge and agree that the foregoing indemnification provisions in this Section 9 shall be the exclusive remedy of the Parties hereto with respect to the Subscription Shares, this Agreement and the transactions contemplated by this Agreement.

(h) Recovery.  The amount of any and all Losses under this Section 9 shall be determined net of any amounts recovered by the Indemnified Party under insurance policies with respect to such Losses.

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10. Miscellaneous.

(a) Press Releases and Public Announcements.  Except as required by law, governmental regulation or by the requirements of any securities exchange on which the securities of a Party are listed, no Party shall issue or cause to be issued any press release or make or cause to be made any public announcement relating to the subject matter of this Agreement, including the existence of this Agreement, without the prior written approval of each of the other Parties, which consent shall not be unreasonably withheld, and the Parties will cooperate to the extent practicable as to the timing and content of any such press release or public announcement.

(b) No Third-Party Beneficiaries.  Except as expressly provided herein, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(c) Entire Agreement.  This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof.

(d) Succession and Assignment.  This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns.  No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Investor and the Existing Shareholder; provided that the Investor may assign any or all of its rights duties and obligations hereunder to one or more of its Affiliates so long as the Investor remains liable for all of its obligations hereunder.

(e) Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(f) Headings.  The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

(g) Notices.  All notices, requests, demands, claims, and other communications hereunder will be in writing.  Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given when delivered if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to the Guarantor, the Existing Shareholder or the Company:

c/o GeoPark Argentina Limited Florida 981 -5th Floor Buenos Aires (C1005AAS), Argentina Attention: Andrés Ocampo Fax: +5411 4312 0149

with a copy to:

Chadbourne & Parke LLP 1200 New Hampshire Avenue N.W. Washington, DC 20006 Attention: Noam Ayali Fax: +1 202 974 6723

and

Barros & Errázuriz Abogados Isidora Goyenechea 2939, Las Condes Santiago, Chile, 7550101 Attention: Bernardo Simian Fax: +56 2 362 0386

If to the Investor:

c/o LG International Corp. LG Twin Towers, 20, Yoido-dong, Youngdungpo-gu, Seoul, Korea 150-721 Attention: Eung-Kyu Lee Fax: +82 2 3773 5839

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with a copy to:

c/o Ashurst Australia Level 32 Exchange Plaza, 2 The Esplanade Perth WA 6000 Australia DX 169 Perth Attention: Rupert Lewi Fax: +61 8 9366 8111

and

Larrain y Asociados Av. El Bosque Sur Nº130 12th Floor Las Condes. Santiago, Chile Attention: Ricardo Pena Fax: + 56 3 203 1246

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient.  Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(h) Governing Law.  This Agreement shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(i) Jurisdiction.  Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the City of New York, New York, in respect of any claim relating to the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, or otherwise in respect of the transactions contemplated hereby and thereby, and hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding in which any such claim is made that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts.

(j) Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDINGS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(k) Amendments and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Company, the Investor and the Existing Shareholder.  No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(l) Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(m) Expenses. Except as otherwise provided herein, each of the Company, the Investor and the Existing Shareholder will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

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(n) No Representations or Warranties.  The representations and warranties contained in Section 3(a), Section 4, Section 5 and Section 6 are in lieu of and are exclusive of all other representations and warranties by the Existing Shareholder and the Company, any of their Affiliates or any other Person.  The Investor acknowledges that none of the Company, the Existing Shareholder, any of their Affiliates, or any other Person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the Existing Shareholder, the Subscription Shares, any Relevant Company or the assets or liabilities of any Relevant Company and none of the Company, the Existing Shareholder, any of their respective Affiliates or any other Person will have or be subject to any liability to the Investor or any other Person resulting from the distribution to the Investor or the Investor’s use of any such information.  The Investor further acknowledges that, except as expressly set forth in Section 3(a), Section 4, Section 5 and Section 6 there are no representations or warranties of any kind, expressed or implied, with respect to any of the Existing Shareholder, the Subscription Shares, any Relevant Company or the assets or liabilities of any Relevant Company or any other matter.  With respect to any projection or forecast delivered by or on behalf of the Existing Shareholder or the Company to the Investor, the Investor acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts, (ii) the Investor is familiar with such uncertainties, (iii) the Investor is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so delivered, and (iv) none of the Investor or any other Person shall have any claim against the Existing Shareholder or any other Person with respect thereto.

(o) Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  The word “including” shall mean including without limitation.

(p) Incorporation of Exhibits, Annexes, and Schedules.  The Exhibits, Annexes, and Schedules (if any) identified in this Agreement are incorporated herein by reference and made a part hereof.  The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in Sections 3 and 4, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in Sections 3 and 4.  Any fact or item disclosed on any Disclosure Schedule shall be deemed to have been disclosed on each subsection of the Disclosure Schedule for which it is reasonably apparent on the face of such disclosure that such disclosure has applicability to such other subsection of the Disclosure Schedule notwithstanding the omission of an appropriate cross-reference to such other Disclosure Schedule.  Any fact or item disclosed on the Disclosure Schedule shall not by reason only of such inclusion be deemed to be material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement.

[signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

GEOPARK CHILE LIMITED AGENCIA EN CHILE
By:	/s/ James F. Park
Name:	James F. Park
Title:	Legal Representative
GEOPARK COLOMBIA S.A.
By:	/s/ James F. Park
Name:	James F. Park
Title:	Legal Representative
GEOPARK HOLDINGS LIMITED
By:	/s/ James F. Park
Name:	James F. Park
Title:	Legal Representative
LG INTERNATIONAL CORP.
By:	/s/ Young Bong Ha
Name:	Young Bong Ha
Title:	President & CEO

[Signature Page to GeoPark Colombia S.A. Subscription Agreement]

EX-10.9

Exhibit 10.9

SHAREHOLDERS’ AGREEMENT

by and among

GeoPark Chile Limited Agencia en Chile

GeoPark Colombia S.A.

and LG International Corp.

Dated as of December 18, 2012

TABLE OF CONTENTS

		Page
ARTICLE I.	Definitions and Rules of Construction	1
Section 1.01.	Definitions	1
Section 1.02.	Rules of Construction	1
ARTICLE II.	Purpose of the Company	2
Section 2.01.	Purpose of the Company	2
ARTICLE III.	Representations and Warranties	2
Section 3.01.	Organization and Existence	2
Section 3.02.	Authorization	2
Section 3.03.	No Prohibitive Litigation	2
Section 3.04.	Consents	2
Section 3.05.	Non-Contravention	3
Section 3.06.	Litigation	3
Section 3.07.	Compliance with Laws	3
ARTICLE IV.	Board; Approval of certain matters; Conflict with by-laws;
Management and Secondment		4
Section 4.01.	Board of Directors	4
Section 4.02.	Approval of Certain Matters	4
Section 4.03.	Block Valuation Right	8
Section 4.04.	Executive Management	8
Section 4.05.	Related Party Transactions	8
Section 4.06.	Secondment Program	9
Section 4.07.	Bylaws; No Conflict with Agreement	9
Section 4.08.	Work Program and Budget	9
Section 4.09.	Expenditures Prior Notification	12
Section 4.10.	Additional Funding	11
Section 4.11.	Cash Calls to Cure Non-Compliance Under GeoPark Llanos Loan Agreement	11
ARTICLE V.	Application to subsidiaries	11
Section 5.01.	Relevant Companies (other than the Company)	11
Section 5.02.	Other subsidiaries	12
Section 5.03.	Companies without boards of directors	12
ARTICLE VI.	Pre-emptive Rights; LGI line of Credit; Dividends; Annual Funding Recovery Mechanism	12
Section 6.01.	Pre-emptive Rights	12
Section 6.02.	Shareholder Funding Requirements	12
Section 6.03.	LGI line of Credit	12
Section 6.04.	Dividends	12
Section 6.05.	Incremental Equity Interest	13

ARTICLE VII.	Transfer Rights and Restrictions	13
Section 7.01.	Endorsement of Certificates	13
Section 7.02.	Consent to Terms of Shareholders’ Agreement	13
Section 7.03.	Transfers to Affiliates	14
Section 7.04.	Right of First Offer	14
Section 7.05.	Tag-Along Rights	15
Section 7.06.	Exception to Tag-Along Rights	15
Section 7.07.	Drag-Along Rights	15
Section 7.08.	Exception to Drag-Along Rights	16
Section 7.09.	Withdrawal	16
ARTICLE VIII.	Termination of Shareholders’ Agreement	16
Section 8.01.	Termination of Shareholders’ Agreement	16
ARTICLE IX.	Non-Competition	17
Section 9.01.	Non-Compete	17
Section 9.02.	Sole Risk Competitive Activities	17
Section 9.03.	Restriction on Employees	18
ARTICLE X.	Miscellaneous	18
Section 10.01.	Costs	18
Section 10.02.	Reporting Requirements	18
Section 10.03.	Compliance with Laws	19
Section 10.04.	Binding Effect; Assignment	19
Section 10.05.	Financial Information	19
Section 10.06.	Amendment and Modifications; Waiver of Compliance; Conflicts	19
Section 10.07.	Interpretation	21
Section 10.08.	Further Assurances	21
Section 10.09.	Governing Law	21
Section 10.10.	Specific Performance	21
Section 10.11.	Arbitration; Consent to Jurisdiction	21
Section 10.12.	Entire Agreement/Captions	22
Section 10.13.	Severability	22
Section 10.14.	No Third Party Beneficiaries	22
Section 10.15.	Recapitalization, Exchanges, Etc., Affecting the Shares	22
Section 10.16.	No Agency or Partnership	22
Section 10.17.	Counterparts	22
Section 10.18.	Language	22
Section 10.19.	Schedules and Exhibits	23
Schedule 1.01.	Defined Terms	28
Schedule 5.05.	Incremental Equity Interest	33

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This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated as of December 18, 2012 and is by and among (1) GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda (“the GeoPark Shareholder”), (2) GeoPark Colombia S.A., a Chile Sociedad Anónima (the “Company”), and (3) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (the “LGI Shareholder”, and together with the GeoPark Shareholder, the “Shareholders” and together with the GeoPark Shareholder and the Company, the “Parties”).

RECITALS

WHEREAS, as of the date hereof, the GeoPark Shareholder, the Company and the LGI Shareholder entered into a Subscription Agreement, pursuant to which the LGI Shareholder agreed to subscribe to a 20% equity interest in the Company pursuant to the terms and conditions of such agreement (the “Subscription Agreement”);

WHEREAS, the Parties desire to enter into this Agreement in order to set forth their respective rights and obligations in connection with their investments in the Colombia Business, to agree upon certain decision making mechanisms and to provide for certain rights and obligations with respect thereto as hereinafter provided; all of which shall be in accordance with applicable Law.

NOW THEREFORE, the Parties hereby agree as follows:

ARTICLE I.

Definitions and Rules of Construction

Section 1.01. Definitions. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule 1.01 and elsewhere in this Agreement.

Section 1.02. Rules of Construction. (a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.  Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(d) The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

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(e) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(f) Unless otherwise specifically stated, all references to currency herein shall be to Dollars.  References to US$ or Dollars shall, to the extent any payments related to this Agreement are denominated in a different currency, be deemed to be converted into U.S. Dollars at the applicable exchange rate in effect as of the date of payment.

(g) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS.

ARTICLE II.

Purpose of the Company

Section 2.01. Purpose of the Company. The Shareholders agree to limit the business of the Company to the conduct and further development of an Oil and Gas Business in Colombia, directly or through one or more subsidiaries.  In particular, the primary objective of the Company shall be to operate and  develop its existing assets and grow and expand the Colombia Business by acquiring upstream oil and gas assets and projects in Colombia.

ARTICLE III.

Representations and Warranties

Each of the Parties represents and warrants to the other Parties as follows:

Section 3.01. Organization and Existence. It is duly organized and validly existing in its jurisdiction of organization.  It is duly qualified or licensed to do business in each other jurisdiction where the actions required to be performed by it hereunder makes such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to consummate the transactions contemplated hereby or perform its obligations hereunder.

Section 3.02. Authorization. The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part.  It has duly executed and delivered this Agreement.  This Agreement constitutes (assuming the due execution and delivery by the other Parties) its valid and legally binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

Section 3.03. No Prohibitive Litigation. No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to its Knowledge, threatened, against it or any of its Affiliates, which seeks to prevent or delay the transactions contemplated hereby.

Section 3.04. Consents. No Consent of, or Filing with, any Governmental Entity which it has not obtained or made is required to be obtained or made by it in connection with its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, other than such Consents

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and Filings the failure of which to obtain or make would not reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Section 3.05. Non-contravention. Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not

(i) contravene or violate any provision of its organizational or constitutional documents or

(ii) contravene or violate, in any material respect, any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any material obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound.  Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not, (i) contravene or violate any provision of its organizational documents or (ii) contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound, except for any such items which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to consummate the transactions contemplated hereby.

Section 3.06. Litigation. There are no Claims pending or, to its Knowledge, threatened, against or otherwise relating to it or any of its Affiliates before any Governmental Entity or any arbitrator, that would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or consummate the transactions contemplated hereby.  It is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

Section 3.07. Compliance with Laws. (a)  It has in all material respects complied with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval.

(b) In connection with any of the transactions contemplated in this Agreement or the Colombia Business, neither it nor any of its Affiliates or it or their directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, Governmental Entity or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose, or (2) to its knowledge, entered into any transactions that either promoted or involved the proceeds of unlawful criminal activity.

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ARTICLE IV.

Board; Approval of certain matters; Conflict with by-laws; Management and Secondment.

Section 4.01. Board of Directors. (a)  The day-to-day operations of the Company shall be supervised by its board of directors (the “Board”).  There shall be four (4) members of the Board (each, a “Director”) and each Director shall have one (1) alternate for a total of four (4) alternates (each, an “Alternate Director”), each of whom shall each have the authority to act in the absence of his respective Director.  For so long as the LGI Shareholder holds at least 14% of the voting share capital of the Company, the LGI Shareholder shall have the right to nominate one (1) Director and such Director’s Alternate Director, and the GeoPark Shareholder shall have the right to nominate the remaining Directors and Alternate Directors.  The nominating Shareholder shall have the right to nominate replacements for any Director or Alternate Director it nominated to the Board who resigns or is removed, and shall nominate such replacements in a timely manner.

(b) The Shareholders agree to promptly take all action necessary to appoint any individuals nominated by a Shareholder to be a Director or Alternate Director in accordance with Section 4.01(a) above, so that such appointment (i) is duly and validly authorized by all necessary corporate action on the part of the Company and/or the Shareholders; and (ii) is not prohibited by, does not violate any provision of, and will not result in the breach of, or accelerate or permit the acceleration of the performance required by the terms of (A) any applicable Law, (B) the Bylaws, or (C) any other material contract,  indenture, agreement or commitment to which the Company is bound.

(c) The Directors and Alternate Directors shall receive no compensation from the Company, unless the Shareholders decide otherwise.

(d) In case a Director does not comply with the provisions of this Agreement, the Bylaws or applicable Law, the nominating Shareholder agrees to exercise its lawful powers and all reasonable efforts to cause such Director to resign or agrees to support and vote for his removal.

Section 4.02. Approval of Certain Matters. (a) Voting Power. Notwithstanding any other provision in this Section 4.02, the Shareholders agree that the effective voting power of a Shareholder in the Company, and the voting power of the Director or Directors nominated by such Shareholder shall be commensurate with such Shareholder’s equity interest in the Company, and the Shareholders agree to adopt such measures, from time to time, as necessary or appropriate to implement this principle; provided, however, that the following matters shall require consent (by affirmative vote or otherwise) either by the LGI Shareholder or by the Director nominated by the LGI Shareholder, as applicable:

(i) amendment of the constituent documents of the Company (including the Bylaws) in a manner inconsistent with this Agreement, subject to the requirements of applicable Law;

(ii) removal of the Director nominated by the LGI Shareholder;

(iii) any decision for the Board to meet less frequently than as set forth in this Agreement;

(iv) any decision to restrict the LGI Shareholder’s access to information or reporting in manner inconsistent with this Agreement;

(v) any other decision inconsistent with this Agreement;

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(vi) any decision to terminate or permanently or indefinitely suspend operations on or surrender the Blocks (such consent not to be unreasonably withheld if the decision is in the best interests of the Company), other than, for the avoidance of doubt, any such decision (1) to relinquish part of the Blocks as required under the terms of the titles or concessions for such Blocks, or (2) required by law;

(vii) in the event a Block Valuation is established pursuant to Section 4.03, any decision to sell such Block at a price more than 15% below such Block Valuation, such consent not to be unreasonably withheld, other than to a party that is an Affiliate of the GeoPark Shareholder, in which case consent of LGI will always be required;

(viii) any decision to create a security interest over the Blocks, if such a decision becomes allowed by applicable Law, such consent not to be unreasonably withheld;

(ix) any decision to wind up or liquidate the Company, such consent not to be unreasonably withheld;

(x) any decision to lend funds to any Shareholder or its Affiliate (other than a Relevant Company) or any third party, including any renewal, extension, rescheduling or write-off with respect thereto, as well as any decision relating to the collection thereof in the event of non-payment for more than six (6) months, except as provided in Section 4.05(e);

(xi) any decision to change the dividend, voting or any other rights attached to any of the Shares which gives preference to or discriminates against other Shares or holders of Shares (other than with respect to new Shares to which the preemption rights set forth in Section 6.01 apply);

(xii) approval of annual Work Programs and Budgets (and any variances thereto to the extent required under Section 4.08(g));

(xiii) approval of mechanisms for funding approved Work Programs and Budgets in order to ensure smooth continuity of the Company’s operations and the Colombia Business;

(xiv) any other decision which, under applicable Law, requires the affirmative vote of the LGI Shareholder, such consent not to be unreasonably withheld;

(xv) approving a Related Party Transaction where the GeoPark Shareholder is a party to the transaction (other than as specifically authorized in Section 4.05(e));

(xvi) approving the formation of any subsidiary or the acquisition of any shares in any other company;

(xvii) issuing further Shares or other securities in the Company or approving any change in the share capital of the Company;

(xviii) the Company entering into borrowings (including contingent or future indebtedness) which are not otherwise provided for in the Work Program and Budget (other than short-term indebtedness (including bank overdrafts or similar) incurred in the ordinary course of ordinary business to finance potential working capital needs of the Colombia Business);

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(xix) giving any guarantee or indemnity to secure the liabilities or obligations of any person or entity other than liabilities or obligations of any Relevant Company in the ordinary course of the Columbia Business;

(xx) approving the conversion, restructure or reorganization of the capital structure of the Company (other than any Permitted Reorganization);

(xxi) disposing of a material part of the assets or undertakings of the Company or the Columbia Business or contracting to do so otherwise than as provided for in any approved Work Program and Budget;

(xxii) other than as provided for in an approved Work Program and Budget, the acquisition or disposal of an asset, shares or interest by a Relevant Company or any subsidiary of a Relevant Company if the value of the asset, shares or interest is in excess of $2,000,000 (two million Dollars); or

(xxiii) any activity or transaction which is inconsistent with an approved Work Program and Budget and which is outside the scope of the Colombia Business.

(b) General Delegation to Board. The Shareholders agree that the shareholders of the Company shall decide only such matters as applicable Law requires be decided by them, and that all other matters shall be delegated to the Board (subject always to Section 4.02(a) and to the provisions of ARTICLE VII in the event a decision requires Shareholder or external funding and subject to any decision by the Board to refer a matter to the shareholders for decision or ratification) including, to the extent not prohibited by applicable Law (in which event, for the avoidance of doubt, the Shareholders agree to cause a meeting of the shareholders of the Company to take the corresponding decision in support of the relevant Board decision):

(i) recovery mechanisms for overhead costs (manpower and other costs) incurred by the GeoPark Shareholder or its Affiliates on an on-going basis to provide services to the Colombia Business;

(ii) negotiate and approve mechanisms for funding overhead, new acquisitions, and other Colombia Business expenditures, in accordance with Section 4.02(a)(xiii) and pursuant to an approved Work Program and Budget;

(iii) appoint and remove executive managers (subject to the right of the GeoPark Shareholder to nominate such managers, in accordance with Section 4.04);

(iv) raising equity or debt capital (subject to Section 4.10); and

(v) periodic reporting to Shareholders (subject to the requirements of Section 10.02).

(c) Shareholder Meetings and Resolutions. Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that:

(i) ordinary shareholder’s meetings shall be held at least once each calendar year before the 30th of April;

(ii) an extraordinary shareholders’ meeting may be convened by any Shareholder holding 10% or more of the total outstanding voting Shares;

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(iii) each Shareholder shall be notified in writing before any meeting of the shareholders of the Company no less than 30 calendar days in advance unless such Shareholder waives notice in respect of that meeting, which waiver each Shareholder hereby agrees not to unreasonably withhold;

(iv) a quorum for a meeting of the Company shareholders shall be established by the attendance of each shareholder who is entitled to appoint a Director in accordance with this Agreement, in person or by proxy; provided, that if a meeting of the Company shareholders is validly called and the LGI Shareholder does not attend, the GeoPark Shareholder may initiate a second request for a meeting of the shareholders, and at such meeting a quorum shall be established by the attendance of one or more shareholders holding in aggregate at least 50% of the total outstanding voting Shares, in person or by proxy;

(v) subject to Section 4.02(a), at a meeting of the shareholders of the Company, resolutions shall be adopted by the affirmative vote of at least 50% of the voting Shares represented at such meeting, in person or by proxy;

(vi) meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent not prohibited by Law; and

(vii) the shareholders of the Company may make decisions (either unanimously or by a majority, as the case may be) by written resolution in lieu of a meeting, to the extent permitted by the applicable Law.

(d) Board Meetings and Resolutions. Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that:

(i) ordinary meetings of the Board shall be held at least once every six (6) months;

(ii) extraordinary meetings of the Board shall be held no less frequently than as required by applicable the Law;

(iii) in the event that one or more Directors requests a meeting of the Board, the chairman of the Board must call a meeting of the Board;

(iv) notice for each meeting of the Board shall include all detail required by applicable Law;

(v) a quorum for a meeting of the Board shall require the attendance in person or by telephone of at least one (1) Director representing each Shareholder who is entitled to appoint a Director in accordance with this Agreement (which may include a corresponding Alternate Directors for each absent Director); provided, that if a meeting of the Board is validly called and the Director appointed by the LGI Shareholder does not attend, any Director may initiate a second request for a meeting of the Board, and at such meeting a quorum shall be established by the attendance of the absolute majority of Directors in office (which may include a corresponding Alternate Directors for each absent Director);

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(vi) each of the Shareholders shall undertake all reasonable commercial efforts to ensure the attendance by the Directors it nominated, or such Director’s Alternate Director, as the case may be, to all the duly noticed meetings of the Board;

(vii) meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent not prohibited by Law; and

(viii) subject to Section 4.02(a) and Section 4.05(b), in order to be validly adopted by the Board, resolutions shall require the affirmative vote of at least a majority of the Directors in attendance.

Section 4.03. Block Valuation Right. In the event that a majority of the Directors votes in favor of the sale of a Block and the Director appointed by the LGI Shareholder votes against such sale and requests that the Board identify and appoint an independent, internationally reputable investment bank, accounting firm or other qualified appraiser, who is independent of both the GeoPark Shareholder and its Affiliates and the LGI Shareholder and its Affiliates (the “Appraiser”) to determine a reasonable and fair sale price for the Block (the “Block Valuation”), the Parties agree to cooperate to cause the Appraiser to complete the Block Valuation as soon as possible but not later than sixty (60) days after such appointment.  The LGI Shareholder shall pay all costs of the Appraiser and reimburse the Company for other costs incurred in connection with the Block Valuation if the Block Valuation is not more than 15% higher than the sale price approved by the majority of the Directors.

Section 4.04. Executive Management. Executive management shall be responsible for preparing the Work Program and Budget in accordance with Section 4.08 and the day-to-day operations of the Company and the Colombia Business and shall be designated by the Board.  Except as expressly provided herein or required by applicable Law, the GeoPark Shareholder shall have the right to nominate all members of executive management, and the Shareholders shall exercise their powers to cause such action to be taken to effect their appointment in accordance with applicable Law.

Section 4.05. Related Party Transactions. (a)  Subject to Section 4.05(e), all transactions between (1) a Relevant Company and (2) a Shareholder or a Shareholder’s Affiliate, other than a Relevant Company (each, a “Related Party Transaction”) shall be subject to the provisions of this Section 4.05.

(b) In connection with any amounts owed to any Relevant Company by the Shareholders or any Affiliate thereof (other than a Relevant Company) that are not paid when due according to the terms applicable to such amounts, the corresponding Shareholder shall indemnify the other Shareholder (in proportion to its shareholding) for any damage suffered by the Relevant Company that may arise as a consequence of such failure of payment. The obligation of the corresponding Shareholder to indemnify the other Shareholder in this Section 4.05(b) is without prejudice to any rights that the Relevant Company may have to collect any amounts owed by such Shareholder or its Affiliate.

(c) All Related Party Transactions shall be on an arm’s length basis and shall be subject to unanimous approval by the Board and a list of Related Party Transactions with a reasonable description thereof will be provided by the Company annually to the Shareholders.

(d) Unless otherwise provided in this Agreement, a Director shall not be restricted from voting for resolutions regarding Related Party Transactions in which such Director or the Shareholder nominating such Director, or any Person related to such Director or Shareholder, is a party or has an interest, except if such a restriction is or becomes a requirement of applicable Law.

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(e) The following Related Party Transactions do not require unanimous approval of the Board and are otherwise exempt from the provisions of Section 4.02(a)-(d):

(i) Service Level Agreements;

(ii) Any GeoPark Llanos Approved Capital Contribution; and

(iii) transactions for the recovery of overhead expenses by the GeoPark Shareholder or an Affiliate of the GeoPark Shareholder, equal to the sum of, (1) two percent (2%) of the sum of the total costs and expenses (including operation expenses (OPEX), general and administrative expenses (G&A), geosciences expenses (G&G) and other expenses as well as all capital expenditures) of the Company (“Annual Investment Sum”) subject to a maximum of US$80,000,000 (eighty million Dollars), plus (2) one percent (1%) of any incremental Annual Investment Sum over US80,000,000 (eighty million Dollars), as the case may be. The reasonableness of the transactions for the recovery of overhead expenses shall be determined by the Board, for purposes of which they will be presented to it no less frequently than annually.

Section 4.06. Secondment Program. The LGI Shareholder shall have the right to second employees to the Company (each, a “Secondee”).  Each Secondee shall report to the Company’s executive management, or someone specially designated by the executive management, and occupy positions reasonably determined by the Company’s executive management.  For so long as the LGI Shareholder holds at least 14% of the voting share capital of the Company the number and frequency of Secondees shall be reasonably agreed between the LGI Shareholder and the Company, and shall be no fewer than two (2) at any point in time (if requested by the LGI Shareholder).  The Company shall bear the reasonable costs of two Secondees, with a salary commensurate to Secondee’s level of skill and experience for similar Company employees.  All other costs and benefits shall be borne solely by the LGI Shareholder.

Section 4.07. Bylaws; No Conflict with Agreement. Each Shareholder shall vote all Shares held by such Shareholder, and shall take all actions necessary, to ensure that the Bylaws are promptly amended to reflect the provisions of this Shareholder Agreement and do not, at any time, conflict with the provisions of this Agreement to the extent permitted by the Law.

Section 4.08. Work Program and Budget

(a) Not less than 10 days nor more than 60 days before the end of each calendar year, the executive management shall prepare and submit to the Board for approval, a work program and budget for the Company and the Colombia Business (having regard to, among other things, the capital requirements and financial obligations of the Relevant Companies) (“Work Program and Budget”).

(b) Each annual Work Program and Budget shall, with respect to the applicable calendar year, contain:

(i) a reasonably detailed list of the operations and activities to be conducted, described in sufficient detail to afford ready identification of the nature, scope, location, and expected timing and duration of each such activity;

(ii) an estimate of the costs corresponding to each line item or category;

(iii) reasonable and necessary supporting information; and

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(iv) such additional information and detail, if any, as the executive management of the Company may deem suitable.

(c) Each of the Shareholders acknowledges that, as it is the case for any oil and gas operation, the Work Program and Budget will include a number of assumptions, estimates and projections provided by the Company using its best judgment and knowledge.  Actual development of results within the operations may differ from the anticipated Work Program and Budget for many reasons, including but not limited to: (i) changes in oil and gas prices, (ii) changes in well production rates, (iii) drilling results, (iv) decisions made by operators or partners in Blocks where any Relevant Company does not operate and has limited voting rights, (v) necessary changes to drilling schedules given issues that are beyond any Relevant Company’s control such as drilling results, local communities, road access, land access, availability of environmental permits from Governmental Entities, availability of adequate drilling and work-over rigs, among others, (vi) availability of equipment and services, and (vii) facts, circumstances or events that may cause immediate harm to human health, safety, property or the environment or that otherwise constitute emergencies.

(d) The Shareholders must use all reasonable endeavors and will empower the Company’s executive management to ensure that during the calendar year to which a Work Program and Budget relates, the Company and each Relevant Company conducts the Colombian Business in accordance with such Work Program and Budget, including any necessary deviation or modification to such Work Program and Budget given unanticipated changes as described in Section 4.08(c), provided however that any such deviation that is significant, shall be informed by the Company to the Board with sufficient detail and explanations.  In the event that the Board does not approve the Work Program and Budget, 100% of the relevant costs set forth in the Work Program and Budget for the previous year shall apply until the Work Program and Budget for the current calendar year is approved.

(e) Subject to Section 4.08(f), the Board shall consider the draft Work Program and Budget received from the executive management and make a decision on whether to approve it (in accordance with Section 4.02(a)(xii)) ten (10) days before the commencement of the relevant calendar year.

(f) During each calendar year, the Shareholders shall ensure that the Board (irrespective of any ongoing review of other parts of the Work Program and Budget) approves as part of the Work Program and Budget, funding of sufficient sums so as to enable the Company and each Relevant Company to:

(i) meet their contractual obligations and expenditure requirements required under any Consent or the law; and

(ii) maintain the Blocks in good standing.

(g) In the event that variances from the Work Program and Budget result in (i) an overall increase in the funding needs for the Company with respect to the approved Work Program and Budget of greater than fifteen percent (15%) or (ii) a line-item or category change of more than twenty-five percent (25%), the Company shall submit a revised Work Program and Budget to the Board, with sufficient detail and explanation for the variances and deviations, which shall require approval of the LGI Shareholder or the Director nominated by the LGI Shareholder in accordance with Section 4.02(a)(xii)

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Section 4.10. Additional Funding.

(a) Each Shareholder agrees to use all reasonable endeavors to ensure that, to the greatest extent possible, the Company and the Columbia Business are funded by each Shareholder by way of subordinated loans in proportion to each Shareholders’ ownership in the Company.  Any additional funding required for the Company or the Colombia Business shall be obtained:

(i) by external debt financing (where available on terms acceptable to the Board); or

(ii) by raising equity from each Shareholder.

(b) Except for as otherwise provided in this Agreement, neither the Company nor any Relevant Company shall be permitted to incur (or guarantee) any indebtedness for borrowed money other than (a) indebtedness existing on the Closing Date, being indebtedness in the principal amount of US$37,500,000 (Thirty Seven Million Five Hundred Thousand Dollars) under the GeoPark Llanos Loan Agreement, (b) guarantees in connection with the Stock Purchase Agreements (as defined in the Subscription Agreement), (c) short-term indebtedness (including bank overdrafts or similar) incurred in the ordinary course of business to finance potential working capital needs of the Colombia Business, and (d) indebtedness incurred for the additional funding needs for the Colombia Business through cash calls in the form of subordinated loans in accordance with Section 4.02(a)(xiii).

(c) No Shareholder shall be required to guarantee any indebtedness of the Company or any Relevant Company.

Section 4.11. Cash Calls to Cure Non-Compliance Under GeoPark Llanos Loan Agreement. Each Shareholder agrees that in the event that GeoPark Llanos is, or is likely to be, not in compliance with the financial covenants under the GeoPark Llanos Loan Agreement, the Company shall use existing cash surplus to cure such non-compliance on behalf of GeoPark Llanos prior to any cash call being made under Section 4.02(a)(xiii).

ARTICLE V.

Application to subsidiaries

Section 5.01. Relevant Companies (other than the Company).

(a) Each party agrees, and must ensure, that, to the extent a Relevant Company (other than the Company) is governed by a board of directors (except as otherwise agreed by the Shareholders in writing), the board and governance of such Relevant Company follows the board composition, board operation, approval of certain matters, rules and management rules set out in ARTICLE IV, provided that ARTICLE IV shall apply as if a reference to the Company were a reference to the Relevant Company (other than the Company).

(b) The Company agrees to exercise its voting power in each of GeoPark Luna, GeoPark Columbia and GeoPark Llanos and to procure the exercise of voting power by each of GeoPark Luna, GeoPark Columbia and GeoPark Llanos to the extent necessary from time to time to give effect to this ARTICLE V and to ensure that each Relevant Company and each subsidiary of a Relevant Company is administered in accordance with this agreement.

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Section 5.02. Other subsidiaries. Other than in respect of the Relevant Companies, each party agrees, and must use all reasonable endeavors to ensure, that, to the extent a subsidiary of a Relevant Company is governed by a board of directors (except as otherwise agreed by the Shareholders in writing), the board and operation of such subsidiary follows the board composition, board operation, approval of certain matters and rules and management rules set out or referred to in ARTICLE IV, provided that ARTICLE IV shall apply as if a reference to the Company were a reference to the relevant subsidiary.

Section 5.03. Companies without boards of directors. If a Relevant Company (other than the Company) or a subsidiary of a Relevant Company does not have a board of directors, the parties must ensure that decisions and approvals relating to such company with respect to the matters set out in 4.02 (a) require consent (by affirmative vote or otherwise) either by the LGI Shareholder or by the Director nominated by the LGI Shareholder, as applicable.

ARTICLE VI.

Pre-emptive Rights; LGI Line of Credit; Dividends; Annual Funding; Recovery Mechanism.

Section 6.01. Pre-emptive Rights. Should the Company approve a capital increase, each Shareholder shall have a right to underwrite or purchase newly issued Shares pertaining thereto in an amount proportionate to the Shareholder’s current holdings, in accordance with the provisions of applicable Law.  Any of such Shares not subscribed by one Shareholder will be offered to the other Shareholder prior to any offering of such Shares to any Third Party Buyer.

Section 6.02. Shareholder Funding Requirements. Unless expressly provided in this Agreement, no Shareholder shall be required to exercise its pre-emptive rights, or otherwise provide further funding to the Company or the Colombia Business.  If a Shareholder elects not to exercise such pre-emptive right fully, or otherwise provide further funding to the Company or the Colombia Business such Shareholder’s interests shall be correspondingly diluted in accordance with applicable Law. The minimum price for each newly issued Share to be offered by the Company will be reasonably determined by the Board in good faith, using customary valuation practices in accordance with the Law.

Section 6.03. LGI Line of Credit. The LGI Shareholder shall have the option but not the obligation, in its absolute discretion, to make available to the Company (either directly or through its Affiliates) credit facilities as the LGI Shareholder and the Company may from time-to-time agree.

Section 6.04. Dividends. The Shareholders agree to vote their Shares and otherwise to cause the Company to declare dividends only after allowing for retentions for:

(i) any approved Work Program and Budget;

(ii) the capital adequacy and tied surplus requirements of the Company;

(iii) the Company’s working capital requirements;

(iv) any banking covenants associated with loan agreements entered into by the Company or any Relevant Company (including the GeoPark Llanos Loan Agreement); and

(v) the operational requirements of the Company,

having regard to prudent financialmanagement and relevant taxation considerations.

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Section 6.05. Incremental Equity Interest.  As agreed in the Framework Agreement, GeoPark Shareholder through any of its Affiliates shall receive, directly or indirectly, additional equity interest in the Company in accordance with the Company’s financial performance. The LGI Shareholder hereby irrevocably agrees to execute and deliver, or cause to be executed and delivered to GeoPark Shareholder or the relevant Affiliate of GeoPark Shareholder, the relevant documents to ensure that GeoPark Shareholder increases its equity interest in the Company in accordance with the formula contained in Schedule 5.05 for the calculation of the incremental equity interest, as opposed to the formula contemplated in the Framework Agreement.

ARTICLE VII.

Transfer Rights and Restrictions

Section 7.01. Endorsement of Certificates. (a)  In addition to any other legend which the Company may deem advisable under applicable securities laws, every certificate representing outstanding Shares shall include the following legend:

THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO, AND THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE RESTRICTIONS AND PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT, DATED AS OF DECEMBER 18, 2012 TO WHICH THE COMPANY IS A PARTY.  A COPY OF THE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY, C/O THE GEOPARK SHAREHOLDER, FLORIDA 981 -FIFTH FLOOR, BUENOS AIRES, ARGENTINA, AND IS AVAILABLE TO PROSPECTIVE PURCHASERS OR TRANSFEREES UPON REQUEST.  NO PERSON SHOULD PURCHASE OR OTHERWISE ACQUIRE SHARES OF STOCK IN THE COMPANY WITHOUT BECOMING FAMILIAR WITH AND AGREEING TO BE BOUND BY THE TERMS OF THE SHAREHOLDERS’ AGREEMENT.

(b) All certificates representing Shares outstanding or hereafter issued to or acquired by any Shareholder or its or his successor thereto shall bear the legend set forth above.  In addition, such legend shall appear in the Company’s Share Registry.

Section 7.02. Consent to Terms of Shareholders’ Agreement. Unless waived in writing by the other Shareholder,

(a) each Shareholder (each, a “Transferring Shareholder”) agrees that it will not, directly or indirectly, offer, sell, transfer, assign, give, donate, or in any manner dispose of any of its Shares (in each case, a form of “Transfer”) to any Person (each, a Proposed Transferee”), except in compliance herewith; and

(b) the Company shall not register any Transfer of Shares to any Proposed Transferee, and no Proposed Transferee shall become an owner of record of any Shares, through purchase or transfer, unless such Transfer is carried out in accordance with this ARTICLE VII and the Proposed Transferee agrees prior to such Transfer to execute, and does execute, a counterpart of this Agreement and agrees to be bound by the provisions hereof, and the Company and each Shareholder has received a counterpart of thisAgreement signed by such Proposed Transferee.

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Section 7.03. Transfers to Affiliates. Subject to the terms of Section 7.01 and Section 7.02 and subject to notice to the other Shareholder(s) and notwithstanding any other provisions of this ARTICLE VII, each Shareholder may Transfer any of its Shares to an Affiliate for purposes of a Reorganization; provided, however, that this Section 7.03 shall not be applied in circumvention of the purposes of the Transfer restrictions.  In such case, the Transferring Shareholder and its Transferee shall be jointly and severally liable for the performance of their obligations hereunder, unless released by the other Shareholder, such release not to be unreasonably withheld.

Section 7.04. Right of First Offer. (a) Offer. If, at any time, a Transferring Shareholder desires to Transfer all or any part of its Shares in the Company, such Transferring Shareholder (the “Offeror”) shall submit a written offer (the “Offer”) to Transfer such Shares (collectively, the “Offered Shares”) to the other Shareholder (the “Offeree”) on terms and conditions, including price, not less favorable to the Offeree than those on which the Seller proposes to sell such Offered Shares.  The Offer shall be delivered by notice and shall disclose the Offered Shares proposed to be sold, the total number of Shares owned by the Transferring Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale.  The Offer shall further state that the Offeree may acquire, in accordance with the provisions of this Agreement, all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.  In the event that the Offer involves consideration in a non-cash form, the Offeree may offer a cash price equal in value to the non-cash assets contemplated by the Offer, such value to be determined by an independent qualified appraiser, proposed by Offeror and reasonably acceptable to Offeree, the fees of which appraiser shall be paid by the Offeror.

(b) Election to Purchase; Closing. If the Offeree elects to purchase the Offered Shares on the Offer terms, the Offeree shall notify the Offeror of its election to purchase (“Purchase Notice”) within thirty (30) days of the date the Offer was made (“Acceptance Period”).  Such Purchase Notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares.  Sale of the Offered Shares to the Offeree pursuant to this section shall be made at 12:00 PM at the offices of the Company, fifteen (15) Business Days following the date the Offeree’s notice to purchase.  Such sale shall be effected by the Offeror’s delivery to the Offeree of a certificate or certificates evidencing the Offered Shares to be purchased by it together with an executed agreement for transfer.

(c) Sale Upon Election Not to Purchase. Upon expiration of the Acceptance Period, without the Offeror having received a Purchase Notice from the Offeree, the Offeror is free to Transfer the Offered Shares to a Proposed Transferee, within the immediately subsequent ninety (90) Business Days on terms and conditions, including price, not more favorable to the Proposed Transferee than those on which the Offeror proposes to sell such Offered Shares to the Offeree; provided, that the Transferring Shareholder has notified the other Shareholder as to (i) the identity of the Proposed Transferee, and (ii) the Person or Persons, if any, that control such Proposed Transferee, and the other Shareholder has notified the Transferring Shareholder that it has no objection thereto.  The other Shareholder will not be entitled to object to the Transfer unless it reasonably considers, acting in good faith, that the Proposed Transferee is not of good reputation or is a direct competitor of the Company.  The other Shareholder must provide notice of its acceptance or rejection of the Transfer within 15 (fifteen) Business Days of receiving the notice from the Offeror described above.

(d) Subject to the prior written consent of the GeoPark Shareholder, any Proposed Transferee of the Shares issued to the LGI Shareholder shall enjoy the rights given to the LGI Shareholder in Section 4.01(a), Section 4.02(a), Section 4.03, Section 4.05, Section 4.06, Section 4.08, Section 6.01, Section7.05, Section

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9.02 and Section 10.02.

(e) If the Offeror does not carry out its Transfer within the ninety (90) days period referred to above or else withdraws its offer or introduces any changes thereto, the Offered Shares may not be sold, assigned or transferred unless previously offered preemptively to the Offeree once again, pursuant to this Section 7.04.  Any Offered Shares that go unsold within such period of time shall continue subject to the requirements of this Section 7.04.

Section 7.05. Tag-Along Rights. (a)  Notwithstanding anything to the contrary in this Agreement, if the GeoPark Shareholder proposes to Transfer any Shares to a Third Party Buyer as permitted by the terms of this Agreement, the GeoPark Shareholder shall notify the LGI Shareholder in writing of such proposed sale and the terms and conditions thereof.  The LGI Shareholder shall thereafter have twenty (20) Business Days in which to notify GeoPark of their election to exercise its rights to participate on a pro rata basis (based on the percentage of issued and outstanding Shares then owned by the LGI Shareholder) in such proposed sale by the GeoPark Shareholder (the “Tag-Along Right”).

(b) If as a result of the LGI Shareholder exercising its Tag Along Right the LGI Shareholder’s voting share capital would be less than 14% of the voting share capital of the Company, the LGI Shareholder may elect to exercise its Tag Along Right in respect of all of the issued and outstanding Shares then owned by the LGI Shareholder.

(c) If the LGI Shareholder notifies the GeoPark Shareholder of its intention to exercise such Tag-Along Right, then (i) the GeoPark Shareholder shall allow the LGI Shareholder to sell its Shares as part of the proposed Transfer pro rata according to the number of Shares held by the GeoPark Shareholder and the LGI Shareholder, respectively, and (ii) GeoPark agrees not to Transfer any Shares to such Third Party Buyer unless the Third Party Buyer agrees to accept from the LGI Shareholder such Shares as the LGI Shareholder requests to be included in such Transfer in accordance with the terms of this Section 7.05.

Section 7.06. Exceptions to Tag-Along Rights. The provisions of Section 7.05 shall not apply to any of the following Transfers (however, each such Transfer shall be obligated to comply with the provisions of Section 7.01, Section 7.02, and Section 7.03 of this Agreement):

(a) from the GeoPark Shareholder (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of GeoPark;

(b) pursuant to an approved merger of the Company or approved sale of all or substantially all Shares; and

(c) from the GeoPark Shareholder to a third party if such transaction, together with all related transactions, does not result in the Transfer of more than twenty-five percent (25%) of all the issued and outstanding Shares (measured on a fully diluted basis).

Section 7.07. Drag-Along Rights. (a)  Anything in this Agreement to the contrary notwithstanding, if the GeoPark Shareholder proposes to Transfer 100% of its Shares to a Third Party Buyer as permitted by the terms of this Agreement, the GeoPark Shareholder shall notify the LGI Shareholder in writing of such proposed sale, the terms and conditions thereof and provide documentary evidence of the identity of such Third Party Buyer and its relationship to the GeoPark Shareholder.  Subject to the conditions stated below, the GeoPark Shareholder shall have the right (a “Drag-Along Right”) to force the LGI Shareholder to participate in the Transfer of Shares to the Third Party Buyer on the same terms and conditions upon which the GeoPark Shareholder participates in such Transfer to the Third Party Buyer.

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(b) The GeoPark Shareholder’s Drag-Along Right is subject to the following conditions:

(i) the proposed transaction involves a Bona Fide Offer pursuant to an arm’s-length transaction between the GeoPark Shareholder and a Third Party Buyer which is not an Affiliate of the GeoPark Shareholder; and

(ii) the consideration paid by the Third Party Buyer must be cash or, if not in cash, the GeoPark Shareholder may instead offer the LGI Shareholder cash consideration equal in value to the non-cash assets contemplated by the Offer, such value to be determined by an independent qualified appraiser, proposed by the GeoPark Shareholder and reasonably acceptable to the LGI Shareholder, the fees of which appraiser shall be paid by the GeoPark Shareholder. Subject to the foregoing, all Shareholders shall receive the same amount and type of consideration per Share in such Transfer (unless the Shareholders otherwise agree in writing).

The GeoPark Shareholder must have presented a certificate attesting to the commercial relationship between the GeoPark Shareholder and the Third Party Buyer, attaching all material commercial agreements between them.

Section 7.08. Exception to Drag-Along Rights. The provisions of Section 7.07 shall not apply to any transfer from the GeoPark Shareholder (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of the GeoPark Shareholder.

Section 7.09. Withdrawal. Each Shareholder agrees that, except with the written consent of the other Shareholder, it shall not exercise any right it may have under applicable Law, to withdraw from the Company, redeem its Shares, or otherwise transfer its Shares to the Company, including but not limited to its rights under Article 69 of the Corporations Act of Chile.  In the event a Shareholder breaches this Section 7.09, in addition to any other remedy under contract or applicable Law, and, to the extent not prohibited by applicable Law, the Company may offset and deduct any Damages or other loss suffered by the Company from such breach from the amount owed to such Shareholder in respect of such withdrawal, transfer or redemption of its Shares.

ARTICLE VIII.

Termination of Shareholders’ Agreement

Section 8.01. Termination of Shareholders’ Agreement. (a)  Each Shareholder shall retain its rights hereunder for so long as such Shareholder (together with its Affiliates) holds any Shares or shares of the Company’s Affiliates.  Each Shareholder shall remain obligated to perform its obligations hereunder until released in writing by the other Parties hereto, or until this Agreement terminates, subject to the provisions of this ARTICLE VIII.

(b) This Agreement shall terminate upon the earlier to occur of:

(i) any Shareholder holding 100% of the issued Shares of the Company; or

(ii) a resolution is passed for the winding up or dissolution of the Company; or

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(iii) a receiver, administrator or administrative receiver is appointed over the whole or any part of the assets of the Company or the affairs, business and property of the Company is to be managed by a supervisor under any arrangement made with the creditors thereof; or

(iv) at such time as all Shareholders of record unanimously agree in writing to terminate this Agreement; or

(v) upon delivery of a notice of termination by a Shareholder (the “Terminating Shareholder”) following a material breach by the other Shareholder (the “Shareholder in Breach”), in the event that

(x) such material breach was not cured within forty-five (45) days after the Terminating Shareholder provided the Shareholder in Breach of a notice reasonably detailing the basis for such breach and (y) such breach continued to be uncured at the time of dispatch of the notice of termination; or

(vi) upon delivery of a notice of termination by a Terminating Shareholder, in the event a petition is presented or a proceeding is commenced or an order is made or an effective resolution is passed for the winding-up, insolvency, administration, reorganization, reconstruction, dissolution or bankruptcy of the other Shareholder or for the appointment of a liquidator, receiver, administrator, trustee or similar officer of the other Shareholder or of all or any part of its business or assets; if the other Shareholder stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; or if a creditor takes possession of all or any part of the business or assets of the other Shareholder or any execution or other legal process is enforced against the business or any substantial asset of the other Shareholder and is not discharged within fourteen (14) days.

ARTICLE IX.

Non-Competition

Section 9.01. Non-Compete. No Shareholder (the “Proposing Shareholder”) shall, directly or indirectly, whether through an Affiliate or as an owner, shareholder, partner, director, officer or employee of any other Person, engage in activities or business in Colombia competitive to that of the Company (a “Competitive Activity”) from the date hereof until the date on which such Shareholder ceases to own Shares of the Company in compliance with this Agreement, except for (i) Competitive Activity authorized in writing by the other Shareholder and (ii) sole risk activity, as set forth in Section 9.02.

Section 9.02. Sole Risk Competitive Activities. (a)  In case any Shareholder intends to undertake an acquisition of a business or company in Colombia or otherwise has the intention to expand the Oil and Gas Business of the Company and its subsidiaries to new projects, including by way of entering into bidding processes, the Shareholder must submit a proposal in relation to that project, bid or acquisition for the approval of the Board, such proposal to include all information reasonably required by the Director nominated by the non-proposing Shareholder to evaluate the proposed project, bid or acquisition, and providing the Director nominated by the non-proposing Shareholder with a reasonable period of time to evaluate such information.

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(b) In the event a Director nominated by the other, non-proposing Shareholder votes against such proposal or abstains, or fails to attend two Board meetings in which such proposal is considered, then the proposing Shareholder shall be allowed to undertake such project or acquisition at its sole risk, directly or through an Affiliate thereof, being therefore released of the obligation set forth in Section 9.01 above with respect to such acquisition.

Section 9.03. Restriction on Employees. The Shareholders agree that no employee of the Company, including a Secondee, may also hold a position outside of the Company, other than a position with a Shareholder or an Affiliate of a Shareholder.

ARTICLE X.

Miscellaneous

Section 10.01. Costs. Only the expenses incurred in connection with the establishment of the Company including reasonable legal and accounting fees shall be agreed and accounted as pre-incorporation expenditures for the account of the Company, and shall be reimbursed by the Company to GeoPark.  Except as otherwise provided in this Agreement, all other costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Shareholder incurring such costs and expenses, including any fees, expenses or other payments incurred or owed by a Party to any brokers, financial advisors or comparable other persons retained or employed by such Party in connection with the transactions contemplated by this Agreement.

Section 10.02. Reporting Requirements. So long as this Agreement is in force, the Company will provide Shareholders with:

(a) annual audited consolidated financial statements of the Company and its subsidiaries prepared in accordance with IFRS, including a report thereon by the Company’s certified independent auditors and a management’s discussion and analysis of financial condition and results of operations; and

(b) interim consolidated financial statements of the Company and its subsidiaries prepared in accordance with IFRS, which may be unaudited, for the six-month period ending June 30 of each year, including a management’s discussion and analysis of financial condition and results of operations,

in both cases no later than the date on which such statements would have to be filed with the securities exchange on which equity securities of any Company Affiliate of GeoPark are listed; provided that such statements may consist of, and be in the same format as, the information that would be required to be provided to the holders of the Notes originally issued by GeoPark Chile Limited Agencia en Chile on December 2010.

The LGI Shareholder, shall have the right to request at its own cost, an audit over revenues or costs of the Company to be carried-out by an internationally recognized and reputed auditors, no more than once a year.  If so requested, the timing of this audit will be decided by the Board so as to not reasonably interfere with the operations of the Company.

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Section 10.03. Compliance with Laws. (a)  The Parties shall in all material respects comply with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities.

(a) In connection with any of the transactions contemplated in this Agreement, no Party nor any of its affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) shall directly, or indirectly through a third-party intermediary (1) offer, authorize or make any payment in cash or in kind of anything of value, or provide any benefit whatsoever, to any official, representative or employee of a government, governmental body or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose,  (2) enter into any transactions that either promote or involve the proceeds of unlawful criminal activity, or (3) deal with any Person who is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or (4) knowingly utilize funds provided by any such Person or funds derived from any activities that contravene any applicable Law, including anti-money laundering, anti-terrorism or anti-bribery laws.

Section 10.04. Binding Effect; Assignment. This Agreement shall become effective upon the execution of this Agreement by each of the Parties hereto and the occurrence of the Closing Date.  Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the respective successors, permitted assigns, heirs, legatees, and personal representatives of the parties hereto.  No Shareholder may assign any of his or her rights hereunder to any Person, other than an Affiliate.  If any transferee of any Shareholder shall acquire any Shares, in any manner, whether by operation of law or otherwise, such Shares shall be held subject to all of the terms of this Agreement, and by taking and holding such Shares such Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement.

Section 10.05. Financial Information. The Company shall maintain books and records in compliance with applicable Law and prepare its accounts in accordance with IFRS.

Section 10.06. Amendment and Modification; Waiver of Compliance; Conflicts. (a) This Agreement may be amended or modified only by a written instrument duly executed by each Shareholder.  In the event of the amendment or modification of this Agreement in accordance with its terms, the Shareholders shall cause the Board of the Company to call an extraordinary meeting of the shareholders of the Company to meet within thirty (30) calendar days following such amendment or modification or as soon thereafter as is practicable and shall adopt any amendments to the Bylaws that may be required as a result of such amendment or modification to this Agreement, and the Shareholders agree to vote in favor of such amendments.

(b) Except as otherwise provided in this Agreement, failure of any Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived by the Shareholder or Shareholders entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

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(c) As long as this Agreement is in effect, if there is any conflict, dispute or inconsistency between the provisions of this Agreement and the Bylaws, the provisions of this Agreement shall govern and prevail.

All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed, addressed, or telefaxed

If to the LGI Shareholder, to:

c/o LG International Corp.

LG Twin Towers, 20, Yoido-dong, Youngdungpo-gu,

Seoul, Korea 150-721

Attention: Eung-Kyu Lee

Fax: +82 2 3773 5839

with a copy to:

c/o Ashurst Australia

Level 32 Exchange Plaza, 2 The Esplanade Perth WA 6000 Australia

DX 169 Perth

Attention: Rupert Lewi

Fax: +61 8 9366 8111

and

Larrain y Asociados

Av. El Bosque Sur Nº130 12th Floor Las Condes. Santiago, Chile

Attention: Ricardo Pena

Fax: + 56 3 203 1246

If to the GeoPark Shareholder or the Company, to:

c/o GeoPark Argentina Limited Florida 981 -5th Floor Buenos Aires (C1005AAS), Argentina

Attention: Andrés Ocampo

Fax: +5411 4312 0149

with a copy to:

Chadbourne & Parke LLP

1200 New Hampshire Avenue N.W. Washington, DC 20006

Attention: Noam Ayali

Fax: +1 202 974 6723

and

Barros & Errázuriz

Abogados Isidora Goyenechea 2939, Las Condes Santiago, Chile, 7550101

Attention: Bernardo Simian

Fax: +56 2 362 0386

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Each such notice, request or other communication shall be given (i)  by hand delivery, (ii) by internationally recognized courier service or (iii) by telefax, receipt confirmed (with a confirmation copy to be sent by first class mail; provided that the failure to send such confirmation copy shall not prevent such telefax notice from being effective).  Each such notice, request or communication shall be effective (i) if delivered by hand or by internationally recognized courier service, when delivered at the address specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party) and (iii) if given by telefax, when such telefax is transmitted to the telefax number specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party), and the appropriate confirmation is received; provided that notices received on a day that is not a Business Day or after the close of business on a Business Day will be deemed to be effective on the next Business Day.

Section 10.07. Interpretation. Unless otherwise stated, references to the Preamble, Recitals, Articles, Sections and Exhibits are to the Preamble, Recitals, Articles, Sections and Exhibits of or to this Agreement, and all such Exhibits are hereby incorporated herein by reference.  Words importing the singular include the plural and vice versa, as the context may require. Words importing a gender include every gender, as the context may require.  References to days, months, and years are to calendar days, calendar months and calendar years, respectively.  The headings to the Articles and Sections are for convenience only and have no legal effect.

Section 10.08. Further Assurances. The Company and each Shareholder agree that at any time and from time to time after the date hereof they will execute and deliver to any other party hereto such further instruments or documents and take such other action as may reasonably be required to give effect to the transactions contemplated hereunder, including conforming the Bylaws of the Company to be consistent with the provisions of this Agreement, to the extent permitted by law.

Section 10.09. Governing Law. This Agreement and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the laws of the State of New York without regard to the conflict of laws rules that would result in the application of different laws; provided that to the extent required by the Laws of Chile, internal matters and corporate formalities of the Company shall be governed by the Laws of Chile.

Section 10.10. Specific Performance. The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate.  Accordingly, it is agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof.

Section 10.11. Arbitration; Consent to Jurisdiction. The Parties hereby agree that any controversy or claim arising out of this Agreement between LGI Shareholder, on the one hand, and one or more of the Company and the Warrantors, on the other, or any controversy or claim arising out of the Bylaws, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.  The seat of the arbitration shall be in City of New York, New York, U.S.A. and the language of arbitration shall be English.  Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Each of the Parties hereto knowingly, voluntarily and irrevocably submits to the jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Each Party further agrees that service of any process, summons, notice ordocument by registered or certified mail or internationally recognized courier service to its address set forth in

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Section 10.01, or by any means reasonably calculated to effect notice, will be effective service of process for any action or proceeding brought against the other Party in any such court.

Section 10.12. Entire Agreement/Captions. The Subscription Agreement, the Share subscription instruments contemplated therein and executed at Closing, and this Agreement (and the attachments hereto) set forth the entire understanding of the GeoPark Shareholder and the LGI Shareholder with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written between or among them with respect to the subject matter hereof; provided, however that, for the avoidance of doubt, the Framework Agreement shall not apply to this Agreement. Captions appearing in this Agreement are for convenience of reference only and shall not be deemed to explain, limit or amplify the provisions hereof.

Section 10.13. Severability. If any provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not invalidate the entire Agreement.  Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable and if no such modification shall render it valid and enforceable then the Agreement shall be construed as if not containing such provision.

Section 10.14. No Third Party Beneficiaries. Nothing herein expressed or implied is intended to confer upon any Person, other than the parties hereto or their respective permitted assigns, successors, heirs and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 10.15. Recapitalizations, Exchanges, Etc., Affecting the Shares. The provisions of this Agreement shall apply, to the fullest extent set forth herein with respect to Shares and to any and all equity or debt securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such equity or debt securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.

Section 10.16. No Agency or Partnership. Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership or agency between or among any of the Parties and, save as expressly agreed herein, none of the Parties shall have any authority to bind or commit any other Party.

Section 10.17. Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile transmission or portable document format (“pdf”)), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 10.18. Language. Each of the Shareholders acknowledges and agrees that this Agreement has been negotiated, concluded, and executed in the English language.  In the event that a translation of this Agreement into a different language is prepared in whole or in part at any time for any purpose, the Company and the Shareholders agree that the English language version shall control and be determinative as to the purpose and intent of any provision of this Agreement. Any and all notices and communications required hereunder shall be in English.

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Section 10.19. Schedules and Exhibits. Except as otherwise provided in this Agreement, all Exhibits and Schedules referred to herein are intended to be and hereby are made a part of this Agreement. Any disclosure in any Party’s Schedule under this Agreement corresponding to and qualifying a specific numbered paragraph or section hereof shall be deemed to correspond to and qualify any other numbered paragraph or section relating to such Party.  Certain information set forth in the Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement.  The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

GEOPARK COLOMBIA S.A., a Chile corporation
By:	/s/ James F. Park
Name:	James F. Park
Title:	Legal Representative
GEOPARK CHILE LIMITED AGENCIA EN CHILE, a Bermuda corporation
By:	/s/ James F. Park
Name:	James F. Park
Title:	Legal Representative
LG INTERNATIONAL CORP.
By:	/s/ Young Bong Ha
Name:	Young Bong Ha
Title:	President & CEO

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Schedule 1.01 Defined Terms

“Acceptance Period” has the meaning ascribed in Section 7.04(b).

“Affiliate” of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” means this Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof.

“Alternate Director” has the meaning ascribed in Section 4.01.

“Blocks” means each of the oil and gas licenses held directly or indirectly by the Company.

“Board” has the meaning ascribed in Section 4.01.

“Bona Fide Offer” means an offer made in good faith, for valuable consideration, without fraud or deceit.

“Business Day” means any day other than a Saturday or Sunday or any day banks in Colombia, Seoul, New York or Bermuda are authorized or required to be closed.

“Bylaws” means the bylaws of the Company adopted by the Shareholders of the Company on or before the date hereof, and as hereafter amended in accordance with the terms thereof and pursuant to applicable law.

“Claim” means any demand, claim, action, legal proceeding (whether at law or in equity), investigation or arbitration.

“Closing” has the meaning ascribed in the Subscription Agreement.

“Closing Date” has the meaning ascribed in the Subscription Agreement.

“Colombia” means the Republic of Colombia.

“Colombia Business” means the ongoing Oil and Gas Business of the Company and the Relevant Companies in Colombia and all material assets and liabilities related thereto as of the Closing Date, including all existing P1, P2 and P3 reserves, development potential, exploration and rights resulting therefrom, the operatorship and direct working interests in the Yamu Block (55-75%), Llanos 34 Block (45%) Cuerva Block (100%) and Llanos 62 Block (100%), and the Company’s non operated interest in the Llanos 32 Block (10%), Llanos 17 Block (37%), Jagüeyes Block (5%), Abanico Block (10%), Cerrito Block (10%) and Arrendajo Block (10%)  and all costs and obligations relating to the assets, including all indebtedness and obligations (including without limitation legal and accounting fees).

“Company” has the meaning ascribed in the preamble, and shall include and shall include its legal successors and permitted assigns.

“Competitive Activity” has the meaning ascribed in Section 9.01.

“Consent” means consent, approval, license, permit, order or authorization. “control” (and any form thereof, such as ‘controlled’ and ‘controlling’) means the possession by one Person, directly or indirectly (through one or more intermediaries) of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting interests, by contract, or otherwise; with respect to a corporation, partnership, or other body corporate, such power may be evidenced by the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation, partnership, or other body corporate.

“Director” has the meaning ascribed in Section 4.01.

“Dollars” means the lawful currency of the United States of America.

“Drag-Along Right” has the meaning ascribed in Section 7.07(a).

“Filing” means registration, declaration or filing.

“Framework Agreement” means the Framework Agreement for Latin American Strategic Group Partnership entered between GeoPark and the LGI Shareholder, dated March 5, 2010.

“GeoPark “ means GeoPark Holdings Ltd., a Bermuda company.

“GeoPark Colombia” means GeoPark Colombia S.A.S., a simplified Colombian corporation.

“GeoPark Group” means GeoPark and any Person that is an Affiliate of GeoPark.

“GeoPark Llanos” means GeoPark Llanos S.A.S., a simplified Colombian corporation.

“GeoPark Llanos Approved Capital Contribution” means any capital contribution from earnings of any Relevant Company (other than GeoPark Llanos) made to GeoPark Llanos in order for GeoPark Llanos maintain compliance with the required ratio of Debt to EBITA (Deuda/UAIIDA) and the required DSCR ratio (DSCR), in each case under Section 7.01(xix) of the GeoPark Llanos Loan Agreement; provided that such capital contributions shall be conditioned upon GeoPark Llanos agreeing to redistribute such capital contributions to the Company upon the earlier of (a) the date of the termination of the GeoPark Llanos Loan Agreement and (b) the date on which GeoPark Llanos is no longer required to maintain the financial covenants set forth in Section 7.01(xix) of the GeoPark Llanos Loan Agreement.

“GeoPark Llanos Loan Agreement” means that certain Loan Agreement (Contrato de Préstamo) dated September 3, 2012, among GeoPark Llanos and GeoPark Cuerva LLC, as borrowers, the Existing Shareholders, as guarantor, and Banco Itaú BBA S.A. Nassau Branch, as lender.

“GeoPark Luna” means GeoPark Luna S.A.S., a simplified Colombian corporation.

“GeoPark Shareholder” has the meaning ascribed in the preamble and shall include GeoPark’s legal successors and permitted assigns.

“Governmental Entity” means any U.S. or foreign federal, state, provincial or local governmental authority, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“Knowledge” has the meaning ascribed in the Subscription Agreement.

“Law” means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Entity directly applicable to such Person or any of its respective properties or assets, as amended from time to time..

“LGI Shareholder” has the meaning ascribed in the preamble, and shall include its legal successors and permitted assigns.

“LGI” has the meaning ascribed in the recitals and shall include its legal successors and permitted assigns.

“Offer” has the meaning ascribed in Section 7.04(a).

“Offered Shares” has the meaning ascribed in Section 7.04(a).

“Offeree” has the meaning ascribed in Section 7.04(a).

“Offeror” has the meaning ascribed in Section 7.04(a).

“Oil and Gas Business” means (a) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, natural gas, liquefied natural gas and other hydrocarbon properties or products produced in association with any of the foregoing; and (b) any business relating to oil and gas field sales and service.

“Parties” has the meaning ascribed in the preamble.

“Permitted Reorganization” means (a) the merger of GeoPark Cuerva LLC (a company incorporated in Delaware, United States of America) with and into GeoPark Llanos, (b) the merger of La Luna Oil Co. Ltd. (a company incorporated in Panama) with and into GeoPark Luna, (c) the merger of Winchester Oil and Gas S.A. (a company incorporated in Panama) with and into GeoPark Colombia, and (d) any other merger or consolidation of any Relevant Company into any other Relevant Company.

“Person” means a corporation, company, association, partnership, joint venture, organization, business, individual (and the heirs, executors, administrators, or other legal representatives of an individual), trustee, trust, or any other entity or organization, including a government or any subdivision or agency”.

“Proposed Transferee” has the meaning ascribed in Section 7.02.

“Proposing Shareholder” has the meaning ascribed in Section 9.01.

“Purchase Notice” has the meaning ascribed in Section 7.04(b).

“Related Party Transactions” has the meaning ascribed in Section 4.05(a).

“Related Persons” shall mean any individual with a family or blood relationship with one Shareholder or its controller.

“Relevant Companies” shall mean those companies holding the Colombia Business, namely the Company, GeoPark Luna, GeoPark Colombia, GeoPark Llanos, La Luna Oil Co. Ltd. (a company incorporated in Panama), Winchester Oil and Gas S.A. (a company incorporated in Panama) and GeoPark Cuerva LLC (a company incorporated in Delaware, United States of America).

“Reorganization” shall mean the restructuring of a corporation, as by a merger or recapitalization for bona fide commercial purposes.

“Secondee” has the meaning ascribed in Section 4.06.

“Service Level Agreements” means agreements between the Relevant Companies and the GeoPark Shareholder or any of its Affiliates for the provision of technical, financial and commercial advice and equipment in the operation, exploration, development and production of hydrocarbons in the Blocks.

“Shareholder in Breach” has the meaning ascribed in Section 8.01(b)(v).

“Shareholders” means any one of (i) the GeoPark Shareholder, (ii) the LGI Shareholder, and (iii) any Transferee who joins this Agreement.

“Shares” means the shares in the Company.

“Subscription Agreement” has the meaning ascribed in the recitals.

“Subscription Price” has the meaning assigned to such term in the Subscription Agreement.

“Tag-Along Right” has the meaning ascribed in Section 7.05.

“Terminating Shareholder” has the meaning ascribed in Section 8.01(b)(v).

“Third Party Buyer” means a Person who is not a party to this agreement and is interested in acquiring Shares.

“Transfer” has the meaning ascribed in Section 7.02(a).

“Transferee” means any Person that becomes a transferee of the Shares pursuant to the terms of ARTICLE VII.

“Transferring Shareholder” has the meaning ascribed in Section 7.02(a).

“US$ “ or “Dollars” means the lawful currency of the United States of America.

“Work Program and Budget” has the meaning given in Section 4.08(a).

EX-10.10

Exhibit 10.10

Execution Copy

SUBORDINATED LOAN AGREEMENT

This SUBORDINATED LOAN AGREEMENT (this “Agreement”) is dated as of December 18, 2012 and is by and between (1) LG International Corp., a company organized under the laws of Korea (the “Lender”), and (2) Winchester Oil & Gas S.A., a Panamanian corporation (the “Borrower”).

WHEREAS, the Borrower is engaged in the business of acquiring, developing and operating fixed and intangible assets directly and/ or indirectly related to the development, exploration, production, transportation, marketing and sale of oil and gas within Colombia;

WHEREAS, the Lender has offered to grant a credit line to the Borrower for an outstanding principal amount of up to US$12,000,000 (Twelve Million United States Dollars), to be applied by the Borrower for the acquisition, development and operation of such assets.

NOW, THEREFORE, in consideration of the premises hereinafter contained, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower agree as follows:

ARTICLE 1.DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.1. As used in this Agreement, the following terms shall have the following meanings:

“Agreement” has the meaning set forth in the preface.

“Borrower” has the meaning set forth in the preface.

“Business Day” means any day other than a Saturday or Sunday or any day banks in Colombia, Seoul, New York or Bermuda are authorized or required to be closed.

“Closing Date” shall mean the “Closing Date” as defined in the Subscription Agreement.

“Committed Funds” shall have the meaning provided in Section 2.1.

“Disbursement” shall have the meaning provided in Section 2.1.

“Effective Date” means the Closing Date.

“Event of Default” shall have the meaning provided in Article 8.

“Financial Institution” shall mean any Person duly authorized to intermediate in

the supply and demand of financial resources, in accordance with applicable Law.

“Governmental Authority” means any U.S. or foreign federal, state, provincial or local governmental authority, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“Interest Rate” shall have the meaning specified in Section 4.1.

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“Law” means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Entity directly applicable to such Person or any of its respective properties or assets, as amended from time to time.

“Lender” has the meaning set forth in the preface.

“Material Adverse Effect” shall mean any set of circumstances or events which, individually or in the aggregate, could reasonably be expected to constitute a material adverse effect on the assets, business, results of operations, cash flows or financial condition of the Borrower or on the ability of the Borrower to perform its material obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

“Maturity Date” shall mean the date that is three (3) years from the Effective Date.

“Obligations” shall mean all future obligations of the Borrower pursuant to this Agreement.

“Payment Account” shall mean the account opened at Banco de Occidente (Panama) S.A. - Account Number 200-005390, or such other bank account in a Financial Institution that the Lender may indicate in writing to the Borrower in the future.

“Person” shall mean any individual, partnership, limited partnership, joint venture, firm, corporation, association, trust or other enterprise or any Governmental Authority.

“Subscription Agreement” shall mean the Subscription Agreement dated as of December     , 2012, entered into among the Lender, GeoPark Colombia S.A., a company organized under the Laws of Chile, GeoPark Holdings Limited, a company organized under the laws of Bermuda, and GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organised under the laws of Bermuda.

“Taxes” shall have the meaning provided in Section 5.1

“United States Dollars” shall mean the lawful money of the United States of America.

1.3.Rules of Construction

(a) All references to Articles, Sections and Schedules are to Articles, Sections and Schedules in or to this Agreement unless otherwise specified .

(b) If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The word s “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

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(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(d) The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(e) The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

ARTICLE 2.THE CREDIT LINE

2.1.Committed Funds.

On and from the Effective Date, the Lender hereby agrees to provide a credit line to the Borrower in an aggregate principal amount of up to US$12,000,000 (Twelve Million United States Dollars) (the “Committed Funds”), to be disbursed by the Lender from time to time in one or more disbursement (each, a “Disbursement”) in accordance with Section 2.2, for the acquisition, development and operation by the Borrower of fixed and/ or intangible assets directly and/ or indirectly related to the development, exploration, production, transportation, marketing and sale of oil and gas within Colombia.

2.2.Request of Funds.

The first Disbursement shall be in an amount of US$4,909,805 (Four Million and Nine Hundred and Nine Thousand Eight Hundred and Five United States Dollars) and shall be made on the tenth (10th) Business Day following the Closing Date. For each subsequent Disbursement, the Borrower shall provide a written request for a Disbursement hereunder to the Lender at least fifteen (15) days prior to the date funds are requested to be provided. Each written request shall be for an amount that does not exceed the Committed Funds less the aggregate of all amounts previously provided in any Disbursement.

ARTICLE 3.REPAYMENT

3.1. Subject to section 3.2, the principal amount of all of the Disbursements shall be repaid by the Borrower to the Lender on the last Business Day of each of March, June, September and December of each year until the Maturity Date; provided, that such quarterly payment shall only be due and payable on the last Business Day of the relevant quarter to the extent that the Borrower, in its sole discretion, determines that retained earnings are available at that time to make such repayment (after taking into account the Borrower’s other financial obligations). On the Maturity Date, any principal amount of the Disbursements outstanding shall become immediately due and payable by the Borrower to the Lender.

3.2. The Borrower may repay all or part of the principal amount of any Disbursement before the Maturity Date, upon providing at least five (5) calendar days written notice to the Lender. Any portion of the Disbursements that is repaid may not be reborrowed. The Borrower shall pay the interest at the Interest Rate accrued on the amounts so repaid (together with any principal amount of any Disbursement repaid), as provided in Section 4.1 below.

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3.3 Accrued interest on a Disbursement shall be paid by the Borrower to the Lender on the last Business Day of each of March, June, September and December of each year until the Maturity Date. Any accrued interest outstanding on the Maturity Date shall be repaid in full on the Maturity Date.

3.4 The Borrower may make partial payments of interest within the periods established above, upon providing at least five (5) calendar days written notice to the Lender.

3.5. The repayment of principal and payment of interest under this Agreement shall be made by the Borrower exclusively in United States Dollars in immediately available funds at the Payment Account.

3.6 The Borrower must make repayments of principal and payments of interest under this Agreement without any set-off, counterclaim or any other deduction (to the extent permitted by Law).

ARTICLE 4.INTEREST

4.1. The principal amount shall accrue interest at an annual rate of 8.00% per annum (the “Interest Rate”). Interest in respect of a Disbursement shall accrue daily from (and including) the date the relevant Disbursement is disbursed to the Borrower, until (but excluding) the date of repayment pursuant to Article 3 above. Interest shall be computed on the actual number of days elapsed on the basis of a year comprised of 365 days.

4.2. Overdue principal and, to the extent permitted by law, overdue interest and any other overdue amount payable by the Borrower hereunder, shall bear interest at a rate per annum equal

to the Interest Rate plus 2% (the “Default Rate”), in each such case (a) accruing from (and including) the date on which such amount was due until (but excluding) the day on which it is paid in full and, (b) capitalised (if not paid) every seven (7) days, with such overdue amount payable on demand.

ARTICLE 5.TAXES

5.1 The Borrower shall pay any present or future taxes, levies, imposts, duties, fees, assessments, deductions, or other charges of whatever nature now or hereafter imposed by Panama, Colombia, Chile or any other jurisdiction from which the Borrower elects to make payments or by any political subdivisions or taxing authorities or Governmental Authority (“Taxes”), thereof or therein, in relation to the repayment of the Disbursement and the interest accrued thereof.

5.2 If at any time an applicable Law obliges the Borrower to make a deduction or withholding in respect of Taxes from a payment to the Lender under this Agreement, the Borrower must (a) notify the Lender of the obligation promptly after the Borrower becomes aware of it, (b) ensure that the deduction or withholding does not exceed the minimum amount required by Law and (c) pay to the relevant Governmental Authority on time the full amount of the deduction or withholding and (d) promptly deliver to the Lender a copy of any receipt, certificate or other proof of payment.

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ARTICLE 6.REPRESENTATIONS AND WARRANTIES OF THE BORROWER

In order to induce the Lender to enter into this Agreement, the Borrower represents and warrants that, (a) on the Closing Date, and (b) on the date of each Disbursement (on the basis of the facts and circumstances as at that date):

6.1Corporate Existence. It is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation, and is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required in order to conduct the business currently conducted by it, except where failure to be so qualified would not result in a Material Adverse Effect. It has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

6.2Authorization of Transaction. It has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

The execution and delivery of this Agreement and the performance by it of its obligations hereunder have been authorized by all requisite corporate action on its part. This Agreement has been validly executed and delivered by it and, assuming that this Agreement has been duly authorized, executed and delivered by the Lender, constitutes a valid and binding obligation of it, enforceable against it in accordance with its terms; except that such enforceability is subject to and limited by the effect of bankruptcy, insolvency, reorganization, arrangement and moratorium laws, laws relating to fraudulent transfers or conveyances and general principles of equity (whether asserted in an action at law or in equity). It is not required to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or Governmental Authority in order to consummate the transactions contemplated by this Agreement.

6.3Non-contravention. Neither the execution and the delivery of this Agreement by it, nor the consummation by it of the transactions contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, rul.i.ng, charge, or other restriction of any Governmental Authority to which it is subject, (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, cancel or require any notice under any material agreement, contract, lease, license, instrument or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject or (c) violate the articles of organization, certificate of incorporation, by-laws, operating agreement, certificate of formation or other similar organizational document of it, except, in the case of clause (a) and (b), for such conflicts, breaches and defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

ARTICLE 7.EVENTS OF DEFAULT

Upon the occurrence of any of the following specified events (each, an “Event of Default”):

7.1Payments. The Borrower shall default in (a) the payment of any Disbursement when due or (b) the payment of the interest therein or any other amounts owing hereunder, within ten (10) Business Days of the date any of such payments are due and payable;

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7.2Representations. etc. Any representation, warranty or statement by or on behalf of the Borrower shall prove to be untrue or incorrect in any material respect on the date as of which made or deemed made;

7.3Bankruptcy. etc. (a) The Borrower shall file for any voluntary case concerning itself under Panama or Colombia bankruptcy Law or under any bankruptcy Law of any other jurisdiction, as applicable, (b) an involuntary proceeding under any such Laws is commenced against the Borrower and the Borrower does not obtain dismissal thereof or does not contest it in good faith in the first available opportunity provided under such Laws, (c) a custodian or receiver is appointed for or takes charge of all or substantially all of the property of the Borrower, (d) the Borrower is adjudicated insolvent or bankrupt, (e) the Borrower makes a general assignment of its assets for the benefit of its creditors, (f) any corporate action is taken by the Borrower for the purpose of effecting any of the foregoing, or (g) the Borrower shall generally not pay its debts as they become due or shall admit in writing its inability to pay its debts as they become due; or

7.4Governmental Action. Any Governmental Authority shall have (a) condemned, nationalized, seized, or otherwise expropriated all or any substantial part of the property of the Borrower, (b) assumed custody or control of such property or of the business or operations of the Borrower, or (c) taken any action for the dissolution or disestablishment of the Borrower, or (d) taken any action that would prevent the Borrower from carrying on its business or a substantial part thereof, and any such governmental action listed in clauses (a) to (d) above is not cancelled, suspended, stayed or otherwise withdrew within sixty (60) Business Days as from the date it is formally notified to the Borrower;

THEN, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Lender may take any and all of the following actions (provided that, if an Event of Default specified in Section 7.3 shall occur, the result which would occur upon the giving of written notice by the Lender to the Borrower as specified in clause (a) and (b) below shall occur automatically without the giving of any such notice), (a) declare this Agreement terminated, whereupon it shall forthwith terminate immediately; (b) declare the Disbursement and any accrued interest and all Obligations owing hereunder to be, whereupon the same shall become, (i) forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in which case those amounts are immediately due and payable, or (ii) due and payable on demand, in which case those amounts will be due and payable on demand made at any time, and/ or (c) exercise any other rights available to the Lender under applicable Laws.

ARTICLE 8.NOTICES

All notices and other communications provided for hereunder shall be in writing (including by fax, hand, airmail or courier) and shall be given by a duly authorized representative as follows:

(i)if to the Lender

LG International Corp.

LG Twin Towers, 20, Yoido-dong, Yo

Seoul, Korea 150-721

Attention: Eung-Kyu Lee

Fax: +82-2-3773-5839

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with a copy to:

c/o Ashurst

Level 32 Exchange Plaza, 2 The Esplanade Perth WA 6000 Australia

DX 169 Perth

Attention: Rupert Lewi

Fax: +61-8-9366-8111

(ii)if to the Borrower

Winchester Oil & Gas S.A ., a Panamanian corporation

c/o GeoPark Colombia S.A.

Florida 981 - 5th Floor

Buenos Aires (C1005AAS), Argentina

Attention: Andres Ocampo

Fax: +5411-4312-0149

with a copy to:

Chadbourne & Parke LLP

1200 New Hampshire Avenue N.W.

Washington, DC 20006

Attention: Noam Ayali

Fax: +1-202-974-6723

All notices and communications shall be effective upon receipt at the address specified in this Article 8.

ARTICLE 9.GOVERNING LAW

This Agreement and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the laws of the State of New York without regard to the conflict of laws rules that would result in the application of different laws.

ARTICLE 10.COUNTERPARTS

This Agreement may be executed in one or more counterparts (including by facsimile transmission or portable document format (“pdf”)), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

WINCHESTER OIL & GAS S.A.,
As Borrower
By:	/s/ James F. Park
	Name: James F. Park
	Title: Chairman
LG INTERNATIONAL CORP.,
As Lender
By:	/s/ Young Bong Ha
	Name: Young Bong Ha
	Title: President & CEO

[Signature Page to LG International Corp. Subordinated Loan Agreement]

EX-10.11

Exhibit 10.11

SHARE SUBSCRIPTION AGREEMENT

GEOPARK TdF S.A.

LG INTERNATIONAL CORP.

Santiago, October 18th, 2011

FREE TRANSLATION

In Santiago, Chile, this 18th day of October of 2011, between GEOPARK TdF S.A., a closed corporation, taxpayer identification number 76.152.985-4, represented by Mr. Pedro Aylwin Chiorrini, identification card number 8.303.420-3, both domiciled for these purposes in this city, on Nuestra Señora del los Ángeles number 179, district of Las Condes, as one of the parties, hereinafter and indistinctly also referred to as the “Company”; and as the other party, LG INTERNATIONAL CORP., a company organized under the laws of the Republic of Korea, taxpayer identification number 59.169.870-2, represented by Mr. Ricardo Peña Vial, identification card number 7.033.810-6, both domiciled for these purposes on El Bosque Avenue number 130, suite 12, district of Las Condes, hereinafter and indistinctly also referred to as the “Subscriber”, the following share subscription contract has been agreed upon:

FIRST: One. Through a public deed dated April 28, 2011, executed at the Notary Public’s Office of Santiago of Mrs. Antonieta Mendoza Escalas, company GeoPark TdF SpA was organized. An excerpt of that deed was recorded on page 22,710 number 17,272 of the Commerce Register of Santiago for year 2011 and was published on the Official Gazette on May 5 of that same year.

Two. Through a public deed executed at the Notary Public’s Office of Santiago of Mr. Andrés Rubio Flores on October 11, 2011, the shareholders in the company currently known as GeoPark TdF S.A., formerly GeoPark TdF SpA, agreed to change this last mentioned company into Corporation, in accordance with the provisions contained in Law number 18,046 on a Corporations with the company’s bylaws contain the aforesaid public deed. An excerpt of that deed was recorded on page 60.055 number 44.193 of the Commerce Register of Santiago for year 2011 and was published on the Official Gazette on October 14, of the same year.

Three. Through a public deed dated October 14, 2011, executed at the Notary Public’s Office of Santiago of Mr. Andrés Rubio Flores, the capital in GeoPark TdF S.A. was increased under the terms set forth in said document. An excerpt of that deed is in process of being recorded on the Commerce Register of Santiago and being published on the Official Gazette.

SECOND: In an extraordinary shareholders meeting of GeoPark TdF S.A. held on October 14, 2011, a minute of which was summarized into public deed on that same date at the Notary Public’s Office of Santiago of Mr. Andrés Rubio Flores (hereinafter referred to as the “Meeting”), it was agreed to increase the Company’s capital through the issuance of 162.791 ordinary cash shares (the “Shares”). In that meeting it was agreed that the Shares would be paid-in within a period of three years computed from the date of the aforesaid meeting. Additionally, it was agreed that those cash shares should be preferably offered to the shareholders pursuant to the law, with the board of directors becoming empowered to freely place the remnants not subscribed by the shareholders during the legal term of first refusal. In the aforesaid meeting, all of the shareholders expressly waived the benefit of the periods of time and the other legal formalities for the exercise of their first refusal option to subscribe to shares the issuance of which had been agreed on occasion of the capital

increase approved. Also, and in the same act of the Meeting, shareholders GeoPark Chile Limited Agencia en Chile and GeoPark Chile S.A. expressly and ultimately waived their respective legal rights of first refusal to subscribe to shares representing the capital increase that had been agreed, in favor of company LG International Corp., a company organized and existing under the laws of the Republic of Korea.

THIRD: In accordance with what is set forth in the preceding clause, LG International Corp., duly represented in the form stated in the appearance section hereof, hereby subscribes 162.791 shares in GeoPark TdF S.A., which subscription is accepted by the representative of the issuing Company.

FOURTH: The subscription price of the shares amounts to a total of $513.500, equivalent, which the Subscriber pays by means of an electronic transfer of available funds of US$1.000, as per the observed dollar exchange rate agreed on the shareholders meeting of $513,5 per dolar, at the Company’s full satisfaction.

FIFTH: The certificates corresponding to the shares being subscribed hereunder shall be made available to the Subscriber within five business days computed from the date hereof, at the Company’s offices.

SIXTH: This instrument is executed in two counterparts of the same tenor and date, leaving one copy for each party to keep.

The legal capacity of Mr. Pedro Aylwin Chiorrini to represent GeoPark TdF S.A. is evidenced through a public deed executed on October 14, 2011, at the Notary Public’s Office of Santiago of Mr. Andrés Rubio Flores.

The legal capacity of Mr. Ricardo Peña Vial to represent LG International Corp. is evidenced through a special power of attorney granted on May 4, 2011, in the city of Seoul, Republic of Korea, officially recorded on May 23, 2011 at the Notary Public’s Office of Santiago of Humberto Santelices Narducci.

/s/ Pedro Aylwin Chiorrini	/s/ Ricardo Peña Vial
pp. GeoPark TdF S.A.	pp. LG International Corp.

EX-10.12

Exhibit 10.12

SHAREHOLDERS’ AGREEMENT

by and among

GeoPark TdF S.A.

GeoPark Chile S.A.

and

LG International Corp.

Dated as of October 4, 2011

TABLE OF CONTENTS

	Page
ARTICLE I. Definitions and Rules of Construction	1
ARTICLE II. Purpose of the Company	2
ARTICLE III. Representations and Warranties	2
ARTICLE IV. Board; Approval of certain matters; Conflict with by-laws; Management and Secondment	4
ARTICLE V. Pre-emptive Rights; LGI Line of Credit; Dividends; Annual Funding; Recovery Mechanism; Incremental Equity Interest	9
ARTICLE VI. Transfer Rights and Restrictions	10
ARTICLE VII. Termination of Shareholders’ Agreement	14
ARTICLE VIII. Non-Competition	15
ARTICLE IX. Miscellaneous	15
Schedules
Schedule 1.01 Defined Terms	23
Schedule 5.05 Incremental Equity Interest	27

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This SHAREHOLDERS’ AGREEMENT (this “Agreement”) is dated as of October 4, 2011 and is by and among (1) GeoPark TdF S.A. a sociedad anónima organized under the laws of Chile (the “Company”), (2) GeoPark Chile S.A. a sociedad anónima organized under the laws of Chile (“GCS”), and (3) LG International Corp., a company organized under the laws of Korea with a registered address at LG Twin Towers, 20 Yoido-dong, Youngdungpo-gu, Seoul 150-721, Korea (the “LGI Shareholder”, and together with GCS, the “Shareholders” and together with the Company, the “Parties”).

RECITALS

WHEREAS, as of the date hereof, GCS and the LGI Shareholder entered into a Subscription Agreement, pursuant to which the LGI Shareholder agreed to purchase a 14% equity interest in the Company pursuant to the terms and conditions of such agreement (the “Subscription Agreement”);

WHEREAS, the Parties desire to enter into this Agreement in order to set forth their respective rights and obligations in connection with their investments in the TdF Blocks to agree upon certain decision making mechanisms and to provide for certain rights and obligations with respect thereto as hereinafter provided; all of which shall be in accordance with applicable Law.

NOW THEREFORE, the Parties hereby agree as follows:

ARTICLE I.
Definitions and Rules of Construction

SECTION 1.01. Definitions.  Capitalized terms used in this Agreement shall have the meanings ascribed to them in Schedule 1.01 and elsewhere in this Agreement.

SECTION 1.02. Rules of Construction.(a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

(b)If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa. The term “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular section or article in which such words appear.

(c)Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(d)The Parties acknowledge that each Party and its attorney has reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved

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against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.

(e)The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement.

(f)Unless otherwise specifically stated, all references to currency herein shall, be to, Dollars. References to US$ or Dollars shall, to the extent any payments related to this Agreement are denominated in Chilean Pesos, be deemed to be converted into U.S. Dollars at the Dólar Observado Exchange Rate in effect as of the date of payment.

(g)All accounting terms used herein and not expressly defined herein shall have the meanings given to them under IFRS.

ARTICLE II.
Purpose of the Company

SECTION 2.01. Purpose of the Company. Anything in the Bylaws to the contrary notwithstanding, the Shareholders agree to limit the business of the Company to the conduct and further development of the TdF Blocks, directly or through one or more subsidiaries, as a Chilean sociedad anónima.

ARTICLE III.
Representations and Warranties

Each of the Parties represents and warrants to the other Parties as follows:

SECTION 3.01. Organization and Existence. It is duly organized and validly existing in its jurisdiction of organization.  It is duly qualified or licensed to do business in each other jurisdiction where the actions required to be performed by it hereunder makes such qualification or licensing necessary, except in those jurisdictions where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to consummate the transactions contemplated hereby or perform its obligations hereunder.

SECTION 3.02. Authorization.  The execution, delivery and performance by it of this Agreement and the consummation by it of the transactions contemplated hereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part.  It has duly executed and delivered this Agreement.  This Agreement constitutes (assuming the due execution and delivery by the other Parties) its valid and legally binding obligation, enforceable against it in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law).

SECTION 3.03. No Prohibitive Litigation.  No legal action, suit, arbitration, governmental investigation or other legal, judicial or administrative proceeding is pending or, to its knowledge, threatened, against it or any of its Affiliates, which seeks to prevent or delay the transactions contemplated hereby.

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SECTION 3.04. Consents.  No Consent of, or Filing with, any Governmental Entity which it has not obtained or made is required to be obtained or made by it in connection with its execution and delivery of this Agreement and its consummation of the transactions contemplated hereby, other than such Consents and Filings the failure of which to obtain or make would not reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

SECTION 3.05. Non-contravention.  Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not (i) contravene or violate any provision of its organizational or constitutional documents or (ii) contravene or violate, in any material respect, any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any material obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound.  Its execution, delivery and performance of this Agreement does not, and its consummation of the transactions contemplated hereby will not, (i) contravene or violate any provision of its organizational documents or (ii) contravene or violate any provision of, or result in the termination or acceleration of, or entitle any party to accelerate any obligation or indebtedness under, any mortgage, lease, franchise, license, permit, agreement, instrument, law, order, arbitration award, judgment or decree to which it is a party or by which it is bound, except for any such items which would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to consummate the transactions contemplated hereby.

SECTION 3.06. Litigation.  There are no Claims pending or, to its knowledge, threatened, against or otherwise relating to it or any of its Affiliates before any Governmental Entity or any arbitrator, that would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or consummate the transactions contemplated hereby.  It is not subject to any judgment, decree, injunction, rule or order of any Governmental Entity or any arbitrator that prohibits the consummation of the transactions contemplated by this Agreement or would, individually or in the aggregate, reasonably be expected to result in a material adverse effect on its ability to perform its obligations hereunder or to consummate the transactions contemplated hereby.

SECTION 3.07. Compliance with Laws.  (a)  It has in all material respects complied with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities; and has not received any notice which, after receipt or lapse of time or both, would constitute a material non-compliance with any applicable Law, regulatory rule, license, permit or approval.

(b)In connection with any of the transactions contemplated in this Agreement or the TdF Blocks, neither it nor any of its Affiliates or it or their directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) has directly, or indirectly through a third-party intermediary (1) offered, authorized or made any payment in cash or in kind of anything of value, or provided any benefit whatsoever, to any official, representative or employee of a government, Governmental Entity or instrumentality, or public international organization, or to any political party or candidate for

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public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose, or (2) to its knowledge, entered into any transactions that either promoted or involved the proceeds of unlawful criminal activity.

ARTICLE IV.
Board; Approval of certain matters; Conflict with by-laws and Management

SECTION 4.01. Board of Directors.  (a)  The day-to-day operations of the Company shall be supervised by its board of directors (the “Board”).  There shall be four (4) members of the Board (each, a “Director”) and each Director shall have one alternate for a total of four (4) alternates (each, an “Alternate Director”), each of whom shall each have the authority to act in the absence of his respective Director.  For so long as the LGI Shareholder holds at least 5% of the voting share capital of the Company, the LGI Shareholder shall have the right to nominate one (1) Director and such Director’s Alternate Director and GCS shall have the right to nominate the remaining Directors and Alternate Directors.  The nominating Shareholder shall have the right to nominate replacements for any Director or Alternate Director it nominated to the Board who resigns or is removed, and shall nominate such replacements in a timely manner.  GCS shall nominate as its Directors and Alternate Directors, to the extent permitted by the Law, the same individuals the GCS Shareholder nominated as directors and alternates in GCS, and the LGI Shareholder shall nominate as its Director and Alternate Director, to the extent permitted by the Law, the same individual it nominated as director and alternate director in GCS.

(b)The Shareholders agree to promptly take all action necessary to appoint any individuals nominated by a Shareholder to be a Director or Alternate Director in accordance with Section 4.01(a) above so that such appointment (i) is duly and validly authorized by all necessary corporate action on the part of the Company and the Shareholders; and (ii) is not prohibited by, does not violate any provision of, and will not result in the breach of, or accelerate or permit the acceleration of the performance required by the terms of (a) any applicable Law, (b) the Bylaws, or (c) any other material contract,  indenture, agreement or commitment to which the Company is bound.

(c)The Directors and Alternate Directors shall receive no compensation from the Company, unless the Shareholders decide otherwise.

(d)In case a Director does not comply with the provisions of this Agreement, the Bylaws or applicable Law, the nominating Shareholder agrees to exercise its lawful powers and all reasonable efforts to cause such Director to resign or agrees to support and vote for his removal.

SECTION 4.02. Approval of Certain Matters.  (a)  Voting Power.  Notwithstanding any other provision in this Section 4.02, the Shareholders agree that the effective voting power of a Shareholder in the Company, and the voting power of the Director or Directors nominated by such Shareholder shall be commensurate with such Shareholder’s equity interest in the Company, and the Shareholders agree to adopt such measures, from time to time, as necessary or appropriate to implement this principle; provided, however, that the following matters shall

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require consent (by affirmative vote or otherwise) either by the LGI Shareholder or by the Director nominated by the LGI Shareholder, as applicable:

(i)amendment of the constituent documents of the Company in a manner inconsistent with this Agreement, subject to the requirements of applicable Law;

(ii)removal of the Director nominated by the LGI Shareholder;

(iii)any decision for the Board to meet less frequently than as set forth in this Agreement;

(iv)any decision to restrict the LGI Shareholder’s access to information or reporting in manner inconsistent with this Agreement;

(v)any other decision inconsistent with this Agreement;

(vi)any decision to terminate or permanently or indefinitely suspend operations on or surrender the TdF Blocks (such consent not to be unreasonably withheld if the decision is in the best interests of the Company), other than, for the avoidance of doubt, any such decision (1) to relinquish part of the TdF Blocks as required under the terms of the titles or concessions for such TdF Blocks, or (2) required by law;

(vii)in the event a Block Valuation is established pursuant to Section 4.03, any decision to sell such TdF Block at a price more than 15% below such Block Valuation, such consent not to be unreasonably withheld, other than to a party that it is an Affiliate of GCS, in which case consent of LGI will always be required;

(viii)except for a financing for the benefit of a the Company, any decision to create a security interest over the TdF Blocks, if such a decision becomes allowed by applicable Law, such consent not to be unreasonably withheld;

(ix)any decision to wind up or liquidate the Company, such consent not to be unreasonably withheld;

(x)any decision to lend funds to any Shareholder or its Affiliate, including any renewal, extension, rescheduling or write-off with respect thereto, as well as any decision relating to the collection thereof in the event of non-payment for more than 6 months, except as provided in Section 4.05(e);

(xi)any decision to change the dividend, voting or any other rights attached to any of the Shares which gives preference to or discriminates against other Shares or holders of Shares (other than with respect to new Shares to which the preemption rights set forth in Section 5.01 apply) and

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(xii)any other decision which, under applicable Law, requires the affirmative vote of the LGI Shareholder, such consent not to be unreasonably withheld.

(b)General Delegation to Board.  The Shareholders agree that the shareholders of the Company shall decide only such matters as applicable Law requires be decided by them, and that all other matters shall be delegated to the Board (subject to the provisions of Article V in the event a decision requires Shareholder or external funding and subject to any decision by the Board to refer a matter to the shareholders for decision or ratification) including, to the extent not prohibited by applicable Law (in which event, for the avoidance of doubt, the Shareholders agree to cause a meeting of the shareholders of the Company to take the corresponding decision in support of the relevant Board decision):

(i)approval of annual work programs and budgets;

(ii)negotiate and approve mechanisms for funding work programs and budgets, in order to ensure smooth continuity of operations, including without limitation by means of debt financing (where available on terms acceptable to the Board), cash calls and equity offerings;

(iii)recovery mechanisms for overhead costs (manpower and other costs) incurred by the Company;

(iv)negotiate and approve mechanisms for funding overhead, new acquisitions, and other TdF Blocks expenditures, including by means of raising capital through debt or equity;

(v)appoint and remove executive managers (subject to the right of GCS to nominate such managers, in accordance with Section 4.04);

(vi)raising equity or debt capital; and

(vii)periodic reporting to Shareholders (subject to the requirements of Section 9.02).

(c)Shareholder Meetings and Resolutions.  Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that:

(i)ordinary shareholder’s meetings shall be held at least once each calendar year before the 30th of April;

(ii)an extraordinary shareholders’ meeting may be convened by any Shareholder holding 10% or more of the total outstanding voting Shares;

(iii)each Shareholder shall be notified in writing before any meeting of the shareholders of the Company no less than 30 calendar days in advance unless such Shareholder waives notice in respect of that meeting, which waiver each Shareholder hereby agrees not to unreasonably withhold;

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(iv)a quorum for a meeting of the Company shareholders shall be established by the attendance of shareholders holding at least 50% of the total outstanding voting Shares, in person or by proxy;

(v)at a meeting of the shareholders of the Company, resolutions shall be adopted by the affirmative vote of at least 50% of the voting Shares represented at such meeting, in person or by proxy;

(vi)meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent permissible by Law; and

(vii)the shareholders of the Company may make decisions by written resolution in lieu of a meeting, to the extent permitted by the applicable Law.

(d)Board Meetings and Resolutions.  Subject to more restrictive mandatory requirements prescribed by applicable Law, if any, the Shareholders agree that:

(i)ordinary meetings of the Board shall be held at least once every six months, on the same dates and, to the extent reasonably possible, immediately following the ordinary meetings of the board of directors of GCS;

(ii)extraordinary meetings of the Board shall be held no less frequently than as required by applicable Law and, to the extent convenient, immediately following the extraordinary meetings of the board of directors of GCS;

(iii)notice for each meeting of the Board shall include all detail required by applicable Law;

(iv)a quorum for a meeting of the Board shall require the attendance in person or by telephone of at least the absolute majority of the Directors in office (which may include a corresponding Alternate Directors for each absent Director);

(v)each of the Shareholders shall undertake all reasonable commercial efforts to ensure the attendance by the Directors it nominated, or such Director’s Alternate Director, as the case may be, to all the duly noticed meetings of the Board;

(vi)meetings will be held in English and any communications, minutes or resolutions in respect of meetings will also be in English, to the extent permissible by Law; and

(vii)in order to be validly adopted by the Board, resolutions shall require the affirmative vote of at least a majority of the Directors in attendance.

SECTION 4.03. Block Valuation Right.  In the event that a majority of the Directors votes in favor of the sale of a TdF Block and the Director appointed by the LGI Shareholder votes

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against such sale and requests that the Board identify and appoint an independent, internationally reputable investment bank, accounting firm or other qualified appraiser, who is independent of both GeoPark and LGI (the “Appraiser”) to determine a reasonable and fair sale price for the TdF Block (the “Block Valuation”).  The Parties agree to cooperate to cause the Appraiser to complete the Block Valuation as soon as possible but not later than sixty (60) days after such appointment.  The LGI Shareholder shall pay all costs of the Appraiser and reimburse the Company for other costs incurred in connection with the Block Valuation if the Block Valuation is not more than 15% higher than the sale price approved by the majority of the Directors.

SECTION 4.04. Executive Management.  Executive management shall be responsible for the day-to-day operations of the Company and the TdF Blocks and shall be designated by the Board.  Except as expressly provided herein or required by applicable Law, GCS shall have the right to nominate all members of executive management, and the Shareholders shall exercise their powers to cause such action to be taken to effect their appointment in accordance with applicable Law.

SECTION 4.05. Related Party Transactions.  (a) All transactions  between (1) the Company and (2) a Shareholder or a Shareholder’s Affiliate, other than a Relevant Company (each, a “Related Party Transaction”) shall be subject to the provisions of this Section 4.05.

(b)Related Party Transactions in the form of loans from a Relevant Company shall require unanimous Board approval in accordance with Section 4.02(a) unless exempted pursuant to Section 4.05(e).  In connection with any amounts owed to the Company by the Shareholders or any Affiliate thereof that are not paid when due according to the terms applicable to such amounts, the corresponding Shareholder shall indemnify the other Shareholder (in proportion to its shareholding) for any damage suffered by the Company that may arise as a consequence of such failure of payment, unless such Shareholder takes necessary actions to pay or extinguish such debt within a reasonable timeframe, which will not exceed 6 months as from the day such debt obligation became overdue.

(c)All other Related Party Transactions shall be on an arm’s length basis and shall be subject to simple majority approval by the Board and a list of Related Party Transactions with a reasonable description thereto will be provided by the Company annually to the Shareholders.

(d)Unless otherwise provided in this Agreement, a Director shall not be restricted from voting for resolutions regarding Related Party Transactions in which such Director or the Shareholder nominating such Director, or any Person related to such Director or Shareholder, is a party or has an interest, except if such a restriction is or becomes a requirement of applicable Law.  In the event applicable Law disqualifies a majority of the Directors from voting on a matter, such matter shall be referred to the Shareholders for resolution and the LGI Shareholder agrees to attend the shareholders’ meetings to be held in connection therewith, with a prior notice in this case not shorter than five business days, as GCS may from time to time request.  However, subject to the rights of the LGI Shareholder under this Agreement, and other than in respect of those matters within the discretion of the LGI Shareholder under this Agreement (including those veto rights available in Section 4.02), to the extent an approval by

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the Shareholders is required by Law for a Related Party Transaction, the LGI Shareholder shall vote approving such transaction or shall fail to attend to the meeting, as GCS may request.

(e)The following Related Party Transactions do not require unanimous approval of the Board and are otherwise exempt from the provisions of Section 4.02(a):

(i)Service Level Agreements;

(ii)transactions for the recovery of overhead expenses by GeoPark or an Affiliate of GeoPark from a Relevant Company, provided that (1) on an aggregate annual basis, such recovery does not exceed two percent (2%) of the sum of the total costs and expenses (including operation expenses (OPEX), general and administrative expenses (G&A), geosciences expenses (G&G) and other expenses as well as all capital expenditures) of the Company on a consolidated basis, and (2) each proposed overhead cost recovery is presented to the Board for approval as to reasonableness no less frequently than annually;

SECTION 4.06. Bylaws; No Conflict with Agreement.  Each Shareholder shall vote all Shares held by such Shareholder, and shall take all actions necessary, to ensure that the Bylaws do not, at any time, conflict with the provisions of this Agreement to the extent permitted by the Law.  In case of any conflict between this Agreement and the By-laws, this Agreement will prevail.

ARTICLE V.
Pre-emptive Rights; LGI Line of Credit; Dividends; Annual Funding; Recovery Mechanism.

SECTION 5.01. Pre-emptive Rights.  Should the Company approve a capital increase, each Shareholder shall have a right to underwrite or purchase newly issued Shares pertaining thereto in an amount proportionate to the Shareholder’s current holdings, in accordance with the provisions of applicable Law.  Any of such Shares not subscribed by one Shareholder will be offered to the other Shareholder prior to any offering of such Shares to any Third Party Buyer.

SECTION 5.02. Shareholder Funding Requirements.  Unless expressly provided in this Agreement, no Shareholder shall be required to exercise its pre-emptive rights, or otherwise provide further funding to the Company.  If a Shareholder elects not to exercise such pre-emptive right fully, or otherwise provide further funding to the Company such Shareholder’s interests shall be correspondingly diluted in accordance with applicable Law.  The minimum price for each newly issued share to be offered by the Company, will be reasonably determined by the Board in good faith, using customary valuation practices in accordance with the Law.

SECTION 5.03. Performance Bond.  The LGI Shareholder shall provide, or shall instruct one of its relationship banks to provide a stand-by letter of credit or similar guarantee as agreed in Section 3.02 of Addendum No. 2.

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SECTION 5.04. Dividends.  The Shareholders agree to vote their Shares and otherwise to cause the Company to declare dividends only after allowing for retentions to meet anticipated future investments, costs and obligations, as the Board shall decide.

SECTION 5.05. Incremental Equity Interest.  As agreed in the Framework Agreement, GeoPark through any of its Affiliates shall receive, directly or indirectly, additional equity interest in the Company in accordance with the Company’s financial performance.  The LGI Shareholder hereby irrevocably agrees to execute and deliver, or cause to be executed and delivered to GeoPark or the relevant Affiliate of GeoPark, the relevant documents to ensure that GeoPark increases its equity interest in the Company in accordance with the agreed formula.  GeoPark hereby agrees solely and exceptionally for the TdF Blocks, to use the formula contained in Schedule 5.05 for the calculation of the incremental equity interest, as opposed to the formula contemplated in the Framework Agreement.

ARTICLE VI.
Transfer Rights and Restrictions

SECTION 6.01. Endorsement of Certificates.  (a)  In addition to any other legend which the Company may deem advisable under applicable securities laws, every certificate representing outstanding Shares held by a Shareholder shall include the following legend:

THE HOLDER OF THIS CERTIFICATE IS SUBJECT TO, AND THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH, THE RESTRICTIONS AND PROVISIONS OF THE SHAREHOLDERS’ AGREEMENT, DATED AS OF OCTOBER 4, 2011 TO WHICH THE COMPANY IS A PARTY.  A COPY OF THE SHAREHOLDERS’ AGREEMENT IS ON FILE AT THE OFFICES OF THE COMPANY, NUESTRA SEÑORA DE LOS ANGELES 179, LAS CONDES, SANTIAGO, CHILE, AND IS AVAILABLE TO PROSPECTIVE PURCHASERS OR TRANSFEREES UPON REQUEST.  NO PERSON SHOULD PURCHASE OR OTHERWISE ACQUIRE SHARES OF STOCK IN THE COMPANY WITHOUT BECOMING FAMILIAR WITH AND AGREEING TO BE BOUND BY THE TERMS OF THE SHAREHOLDERS’ AGREEMENT.

(b)All certificates representing Shares outstanding or hereafter issued to or acquired by any Shareholder or its or his successor thereto shall bear the legend set forth above.  In addition, such legend shall appear in the Company’s share registry.

SECTION 6.02. Consent to Terms of Shareholders’ Agreement.  Unless waived in writing by the other Shareholder,

(a)each Shareholder (each, a “Transferring Shareholder”) agrees that it will not, directly or indirectly, offer, sell, transfer, assign, give, donate, or in any manner dispose of

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any of its Shares (in each case, a form of “Transfer”) to any Person (each, a Proposed Transferee”), except in compliance herewith; and

(b)the Company shall not register any Transfer of Shares to any Proposed Transferee, and no Proposed Transferee shall become an owner of record of any Shares, through purchase or transfer, unless such Proposed Transferee agrees prior to such Transfer to execute, and does execute, a counterpart of this Agreement and agrees to be bound by the provisions hereof, and the Company and each Shareholder has received a counterpart of this Agreement signed by such Proposed Transferee.

SECTION 6.03. Transfers to Affiliates.  Subject to the terms of Section 6.01 and Section 6.02 and subject to notice to the other Shareholder and notwithstanding any other provisions of this Article VI, each Shareholder may Transfer any of its Shares to an Affiliate for purposes of a Reorganization; provided, however, that this Section 6.03 shall not be applied in circumvention of the purposes of the Transfer restrictions. In such case, the Transferring Shareholder and its Transferee shall be jointly and severally liable for the performance of their obligations hereunder, unless released by the other Shareholder, such release not to be unreasonably withheld.

SECTION 6.04. Right of First Offer. (a)  Offer.  If, at any time, a Transferring Shareholder desires to Transfer all or any part of its Shares in the Company, such Transferring Shareholder (the “Offeror”) shall submit a written offer (the “Offer”) to Transfer such Shares (collectively, the “Offered Shares”) to the other Shareholder (the “Offeree”) on terms and conditions, including price, not less favorable to the Offeree than those on which the Seller proposes to sell such Offered Shares.  The Offer shall be delivered by notice and shall disclose the Offered Shares proposed to be sold, the total number of Shares owned by the Transferring Shareholder, the terms and conditions, including price, of the proposed sale, and any other material facts relating to the proposed sale.  The Offer shall further state that the Offeree may acquire, in accordance with the provisions of this Agreement, all of the Offered Shares for the price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. In the event that the Offer involves consideration in a non-cash form, the Offeree may offer a cash price equal in value to the non-cash assets contemplated by the Offer, such value to be determined by an independent qualified appraiser, proposed by Offeror and reasonably acceptable to Offeree, the fees of which appraiser shall be paid by the Offeror.

(b)Election to Purchase; Closing.  If the Offeree elects to purchase the Offered Shares on the Offer terms, the Offeree shall notify the Offeror of its election to purchase (“Purchase Notice”) within 30 days of the date the Offer was made (“Acceptance Period”).  Such Purchase Notice shall, when taken in conjunction with the Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Offered Shares. Sale of the Offered Shares to the Offeree pursuant to this section shall be made no later than 12:00 PM at the offices of the Company, 15 (fifteen) Business Days following the date the Purchase Notice.  Such sale shall be effected by the Offeror’s delivery to the Offeree of a certificate or certificates evidencing the Offered Shares to be purchased by it together with an executed agreement for transfer.

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(c)Sale Upon Election Not to Purchase.  Upon expiration of the Acceptance Period, without the Offeror having received a Purchase Notice from the Offeree, the Offeror is free to Transfer the Offered Shares to a Proposed Transferee, within the immediately subsequent ninety (90) Business Days on terms and conditions, including price, not more favorable to the Proposed Transferee than those on which the Offeror proposes to sell such Offered Shares to the Offeree; provided, that the Transferring Shareholder has notified the other Shareholder as to (i) the identity of the Proposed Transferee, and (ii) the Person or Persons, if any, that control such Proposed Transferee, and the other Shareholder has notified the Transferring Shareholder that it has no objection thereto.  The other Shareholder will not be entitled to object to the Transfer unless it reasonably considers, acting in good faith, that the Proposed Transferee is not of good reputation or is a direct competitor of the Company. The other Shareholder must provide notice of its acceptance or rejection of the Transfer within 15 (fifteen) Business Days of receiving the notice from the Offeror described above.

(d)Any Proposed Transferee of the Shares issued to the LGI Shareholder shall enjoy the rights given to the LGI Shareholder in Section 4.01(a), Section 4.02(a), Section 4.03, Section 4.05, Section 5.01, Section 6.05, and Section 9.02 only if and as long as such Proposed Transferee is an Affiliate of the LGI Shareholder.

(e)If the Offeror does not carry out its Transfer within the ninety (90) days period referred to above or else withdraws its offer or introduces any changes thereto, the Offered Shares may not be sold, assigned or transferred unless previously offered preemptively to the Offeree once again, pursuant to this Section 6.04.  Any Offered Shares that go unsold within such period of time shall continue subject to the requirements of this Section 6.04.

SECTION 6.05. Tag-Along Rights.  (a)  Notwithstanding anything to the contrary in this Agreement, if GCS proposes to Transfer any Shares to a Third Party Buyer as permitted by the terms of this Agreement, GCS shall notify the LGI Shareholder in writing of such proposed sale and the terms and conditions thereof.  The LGI Shareholder shall thereafter have twenty (20) Business Days in which to notify GeoPark of their election to exercise its rights to participate on a pro rata basis (based on the percentage of issued and outstanding Shares then owned by the LGI Shareholder) in such proposed sale by GCS (the “Tag-Along Right”).

(b)If as a result of the LGI Shareholder exercising its Tag Along Right the LGI Shareholder’s voting share capital would be less than 5% of the voting share capital of the Company, the LGI Shareholder may elect to exercise its Tag Along Right in respect of all of the issued and outstanding Shares then owned by the LGI Shareholder.

(c)If the LGI Shareholder notifies GCS of its intention to exercise such Tag-Along Right, then (i) GCS shall allow the LGI Shareholder to sell its Shares as part of the proposed Transfer pro rata according to the number of Shares held by GCS and the LGI Shareholder, respectively, and (ii) GeoPark agrees not to Transfer any Shares to such Third Party Buyer unless the Third Party Buyer agrees to accept from the LGI Shareholder such Shares as the LGI Shareholder requests to be included in such Transfer in accordance with the terms of this Section 6.05.

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SECTION 6.06. Exceptions to Tag-Along Rights.  The provisions of Section 6.05 shall not apply to any of the following Transfers (however, each such Transfer shall be obligated to comply with the provisions of Section 6.01,Section 6.02, and Section 6.03 of this Agreement):

(a)From GCS (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of GeoPark;

(b)Pursuant to an approved merger of the Company or approved sale of all or substantially all Shares; and

(c)From GCS to a third party if such transaction, together with all related transactions, does not result in the Transfer of more than twenty-five percent (25%) of all the issued and outstanding Shares (measured on a fully diluted basis).

SECTION 6.07. Drag-Along Rights.  (a)  Anything in this Agreement to the contrary notwithstanding, if GCS proposes to Transfer 100% of its Shares to a Third Party Buyer as permitted by the terms of this Agreement, GCS shall notify the LGI Shareholder in writing of such proposed sale, the terms and conditions thereof and provide documentary evidence of the identity of such Third Party Buyer and its relationship to GCS.  Subject to the conditions stated below, GCS shall have the right (a “Drag-Along Right”) to force the LGI Shareholder to participate in the Transfer of Shares to the Third Party Buyer on the same terms and conditions upon which GCS participates in such Transfer to the Third Party Buyer.

(b)GCS’s Drag-Along Right is subject to the following conditions:

(i)the proposed transaction involves a Bona Fide Offer pursuant to an arm’s-length transaction between GCS and a Third Party Buyer which is not an Affiliate of GCS; and

(ii)the consideration paid by the Third Party Buyer must be cash or, if not in cash, GCS may instead offer the LGI Shareholder cash consideration equal in value to the non-cash assets contemplated by the Offer, such value to be determined by an independent qualified appraiser, proposed by GCS and reasonably acceptable to the LGI Shareholder, the fees of which appraiser shall be paid by GCS. Subject to the foregoing, all Shareholders shall receive the same amount and type of consideration per Share in such Transfer (unless the Shareholders otherwise agree in writing).

GCS must have presented a certificate attesting to the commercial relationship between GCS and the Third Party Buyer, attaching all material commercial agreements between them.

SECTION 6.08. Exception to Drag-Along Rights.  The provisions of Section 6.07 shall not apply to any transfer from GCS (i) to any Person within the GeoPark Group or any of its Related Persons or (ii) to any Person which is an Affiliate of GCS.

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SECTION 6.09. Withdrawal.  Each Shareholder agrees that, except with the written consent of the other Shareholder, it shall not exercise any right it may have under applicable Law, to withdraw from the Company, redeem its Shares, or otherwise transfer its Shares to the Company, including but not limited to its rights under Article 69 of the Corporations Act of Chile.  In the event a Shareholder breaches this Section 6.09, in addition to any other remedy under contract or applicable Law, and, to the extent not prohibited by applicable Law, the Company may offset and deduct any Damages or other loss suffered by the Company from such breach from the amount owed to such Shareholder in respect of such withdrawal, transfer or redemption of its Shares.

ARTICLE VII.
Termination of Shareholders’ Agreement

SECTION 7.01. Termination of Shareholders’ Agreement.  (a)  Each Shareholder shall retain its rights hereunder for so long as such Shareholder (together with its Affiliates) holds any Shares or shares of the Company’s Affiliates.  Each Shareholder shall remain obligated to perform its obligations hereunder until released in writing by the other Parties hereto, or until this Agreement terminates, subject to the provisions of this Article VII.

(b)This Agreement shall terminate upon the earlier to occur of:

(i)any Shareholder holding 100% of the issued Shares of the Company; or

(ii)a resolution is passed for the winding up or dissolution of the Company; or

(iii)a receiver, administrator or administrative receiver is appointed over the whole or any part of the assets of the Company or the affairs, business and property of the Company is to be managed by a supervisor under any arrangement made with the creditors thereof; or

(iv)at such time as all Shareholders of record unanimously agree in writing to terminate this Agreement; or

(v)upon delivery of a notice of termination by a Shareholder (the “Terminating Shareholder”) following a material breach by the other Shareholder (the “Shareholder in Breach”), in the event that (x) such material breach was not cured within forty-five (45) days after the Terminating Shareholder provided the Shareholder in Breach of a notice reasonably detailing the basis for such breach and (y) such breach continued to be uncured at the time of dispatch of the notice of termination; or

(vi)upon delivery of a notice of termination of the Sale and Purchase Agreement pursuant to Section 8.03 thereof by any of the parties thereto; or

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(vii)upon delivery of a notice of termination by a Terminating Shareholder, in the event a petition is presented or a proceeding is commenced or an order is made or an effective resolution is passed for the winding-up, insolvency, administration, reorganization, reconstruction, dissolution or bankruptcy of the other Shareholder or for the appointment of a liquidator, receiver, administrator, trustee or similar officer of the other Shareholder or of all or any part of its business or assets; if the other Shareholder stops or suspends payments to its creditors generally or is unable or admits its inability to pay its debts as they fall due or seeks to enter into any composition or other arrangement with its creditors or is declared or becomes bankrupt or insolvent; or if a creditor takes possession of all or any part of the business or assets of the other Shareholder or any execution or other legal process is enforced against the business or any substantial asset of the other Shareholder and is not discharged within 14 days.

ARTICLE VIII.
Non-Competition

SECTION 8.01. Non-Compete.  No Shareholder (the “Proposing Shareholder”) shall, directly or indirectly, whether through an Affiliate or as an owner, shareholder, partner, director, officer or employee of any other Person, engage in activities or business in Chile competitive to that of the Company (a “Competitive Activity”) from the date hereof until the date on which such Shareholder ceases to own Shares of the Company in compliance with this Agreement, except for Competitive Activity authorized in writing by the other.

SECTION 8.02. Restriction on Employees.  The Shareholders agree that no employee of the Company may also hold a position outside of the Company, other than a position with a Shareholder or an Affiliate of a Shareholder.

ARTICLE IX.
Miscellaneous

SECTION 9.01. Costs.  The expenses incurred in connection with the establishment of the Company including reasonable legal and accounting fees shall be agreed and accounted as pre-incorporation expenditures for the account of the Company, and shall be reimbursed by the Company to GeoPark.  Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, including any fees, expenses or other payments incurred or owed by a Party to any brokers, financial advisors or comparable other persons retained or employed by such Party in connection with the transactions contemplated by this Agreement.

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SECTION 9.02. Reporting Requirements.  So long as this Agreement is in force, the Company will provide Shareholders with:

(a)annual consolidated financial statements of the Company and its subsidiaries prepared in accordance with IFRS, which may be unaudited; and

(b)interim consolidated financial statements of the Company and its subsidiaries prepared in accordance with IFRS, which may be unaudited, for the six-month period ending June 30 of each year.

in both cases no later than the date on which such statements would have to be filed with the securities exchange on which equity securities of any Company Affiliate of GeoPark are listed.

The LGI Shareholder, shall have the right to request at its own cost, an audit over revenues or costs of the Company to be carried-out by an internationally recognized and reputed auditors, no more than once a year.  If so requested, the timing of this audit will be decided by the Board so as to not reasonably interfere with the operations of the Company.

SECTION 9.03. Compliance with Laws.  (a)  The Parties shall in all material respects comply with all applicable Laws, regulatory rules, including, without limitation, anti-bribery laws, anti-money laundering laws, regulations, licenses, permits and approvals which are material to its business activities.

(b)In connection with any of the transactions contemplated in this Agreement, no Party nor any of its affiliates, directors, officers, consultants, employees, agents or other representatives (nor any person acting on behalf of any of the foregoing) shall directly, or indirectly through a third-party intermediary (1) offer, authorize or make any payment in cash or in kind of anything of value, or provide any benefit whatsoever, to any official, representative or employee of a government, governmental body or instrumentality, or public international organization, or to any political party or candidate for public office, for purposes of influencing official actions or decisions or securing any improper advantage in order to obtain or retain business, or other corrupt purpose,  (2) enter into any transactions that either promote or involve the proceeds of unlawful criminal activity, or (3) deal with any Person who is currently the subject of any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department or (4) knowingly utilize funds provided by any such Person or funds derived from any activities that contravene any applicable Law, including anti-money laundering, anti-terrorism or anti-bribery laws.

SECTION 9.04. Binding Effect; Assignment.  Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the respective successors, assigns, heirs, legatees, and personal representatives of the parties hereto.  No Shareholder may assign any of his or her rights hereunder to any Person, other than an Affiliate.  If any transferee of any Shareholder shall acquire any Shares, in any manner, whether by operation of law or otherwise, such Shares shall be held subject to all of the terms of this Agreement, and by taking and holding such Shares such

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Person shall be entitled to receive the benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the terms and provisions of this Agreement.

SECTION 9.05. Financial Information.  The Company shall maintain books and records in compliance with applicable Law and prepare its accounts in accordance with IFRS.

SECTION 9.06. Amendment and Modification; Waiver of Compliance; Conflicts.  (a)  This Agreement may be amended or modified only by a written instrument duly executed by each Shareholder.  In the event of the amendment or modification of this Agreement in accordance with its terms, the Shareholders shall cause the Board of the Company to call an extraordinary meeting of the shareholders of the Company to meet within thirty (30) calendar days following such amendment or modification or as soon thereafter as is practicable and shall adopt any amendments to the Bylaws that may be required as a result of such amendment or modification to this Agreement, and the Shareholders agree to vote in favor of such amendments.

(b)Except as otherwise provided in this Agreement, failure of any Shareholder to comply with any obligation, covenant, agreement or condition herein may be waived by the Shareholder or Shareholders entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(c)As long as this Agreement is in effect, if there is any conflict, dispute or inconsistency between the provisions of this Agreement and the Bylaws, the provisions of this Agreement shall govern and prevail.

SECTION 9.07. Notices.  All notices, requests and other communications hereunder shall be in writing (including wire, telefax or similar writing) and shall be sent, delivered or mailed, addressed, or telefaxed

If to the LGI Shareholder, to:

c/o LG International Corp.

LG Twin Towers, 20, Yoido-dong, Youngdungpo-gu,

Seoul, Korea 150-721

Attention:  Eung-Kyu Lee

Fax:  +82 2 3773 5839

with a copy to:

c/o Blake Dawson
2 The Esplanade Perth WA 6000 Australia DX 169 Perth

Attention:  Rupert Lewi

Fax:  +61 8 9366 8111

and

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Larrain y Asociados
Av. El Bosque Sur Nº130 12th Floor
Las Condes. Santiago, Chile

Attention: Ricardo Pena

Fax: + 56 3 203 1246

If to GCS or the Company, to:

c/o GeoPark Argentina Limited

Florida 981 - 5th Floor

Buenos Aires (C1005AAS), Argentina

Attention: Andrés Ocampo

Fax:  +5411 4312 0149

with a copy to:

SNR Denton LLP

1301 K Street, NW
Suite 600, East Tower
Washington, DC 20005-3364
Attention: Marian M. Hagler
Fax:  +1 202 408 9135

Aylwin Abogados

Isidora Goyenechea 3.162, Las Condes
Santiago, Chile, 7550083
Attention: Pedro Aylwin
Fax: +562 245 6636

and

Barros & Errázuriz Abogados

Isidora Goyenechea 2.939, Las Condes
Santiago, Chile, 7550101
Attention: Bernardo Simian
Fax: +56 2 362 0386

Each such notice, request or other communication shall be given (i)  by hand delivery, (ii) by internationally recognized courier service or (iii) by telefax, receipt confirmed (with a confirmation copy to be sent by first class mail; provided that the failure to send such confirmation copy shall not prevent such telefax notice from being effective).  Each such notice, request or communication shall be effective (i) if delivered by hand or by internationally recognized courier service, when delivered at the address specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party) and (iii) if given by telefax, when such telefax is transmitted to the telefax number specified in this Section (or in accordance with the latest unrevoked written direction from the receiving Party), and the appropriate confirmation is received; provided that notices received on a day that is not a

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Business Day or after the close of business on a Business Day will be deemed to be effective on the next Business Day.

SECTION 9.08. Interpretation.  Unless otherwise stated, references to the Preamble, Recitals, Articles, Sections and Exhibits are to the Preamble, Recitals, Articles, Sections and Exhibits of or to this Agreement, and all such Exhibits are hereby incorporated herein by reference.  Words importing the singular include the plural and vice versa, as the context may require.  Words importing a gender include every gender, as the context may require.  References to days, months, and years are to calendar days, calendar months and calendar years, respectively.  The headings to the Articles and Sections are for convenience only and have no legal effect.

SECTION 9.09. Further Assurances.  The Company and each Shareholder agree that at any time and from time to time after the date hereof they will execute and deliver to any other party hereto such further instruments or documents and take such other action as may reasonably be required to give effect to the transactions contemplated hereunder, including conforming the Bylaws of the Company to be consistent with the provisions of this Agreement, to the extent permitted by law.

SECTION 9.10. Governing Law.  This Agreement and all matters arising out of or relating in any way whatsoever (whether in contract, tort or otherwise) to this Agreement shall be governed by, the laws of the State of New York without regard to the conflict of laws rules that would result in the application of different laws; provided that to the extent required by the Laws of Chile, internal matters and corporate formalities of the Company shall be governed by the Laws of Chile.

SECTION 9.11. Specific Performance.  The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with its specific terms and that any remedy at law for any breach of the provisions of this Agreement would be inadequate.  Accordingly, it is agreed that the Parties shall be entitled to an injunction or injunctions to enforce specifically the terms and provisions hereof.

SECTION 9.12. Arbitration; Consent to Jurisdiction.  The Parties hereby agree that any controversy or claim arising out of this Agreement between Investor, on the one hand, and one or more of the Company and the Warrantors, on the other, or any controversy or claim arising out of the Bylaws, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.  The seat of the arbitration shall be in City of New York, New York, U.S.A. and the language of arbitration shall be English.  Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  Each of the Parties hereto knowingly, voluntarily and irrevocably submits to the jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Each Party further agrees that service of any process, summons, notice or document by registered or certified mail or internationally recognized courier service to its address set forth in Section 9.01, or by any means reasonably calculated to effect notice, will be effective service of process for any action or proceeding brought against the other Party in any such court.

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SECTION 9.13. Entire Agreement/Captions.  The Subscription Agreement and this Agreement (and the attachments hereto) set forth the entire understanding of GCS and the LGI Shareholder with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written between or among them with respect to the subject matter hereof; provided, however that, for the avoidance of doubt, the Subscription Agreement, the GCS Subscription Agreement including Addendum No. 2, and the GCS Shareholders’ Agreement shall not be superseded by this Agreement.  Captions appearing in this Agreement are for convenience of reference only and shall not be deemed to explain, limit or amplify the provisions hereof.

SECTION 9.14. Severability.  If any provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not invalidate the entire Agreement.  Such provision shall be deemed to be modified to the extent necessary to render it valid and enforceable and if no such modification shall render it valid and enforceable then the Agreement shall be construed as if not containing such provision.

SECTION 9.15. No Third Party Beneficiaries.  Nothing herein expressed or implied is intended to confer upon any Person, other than the parties hereto or their respective permitted assigns, successors, heirs and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

SECTION 9.16. Recapitalizations, Exchanges, Etc., Affecting the Shares.  The provisions of this Agreement shall apply, to the fullest extent set forth herein with respect to  Shares and to any and all equity or debt securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of, such equity or debt securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like occurring after the date hereof.

SECTION 9.17. No Partnership.  Nothing contained or implied in this Agreement shall constitute or be deemed to constitute a partnership or agency between or among any of the Parties and, save as expressly agreed herein, none of the Parties shall have any authority to bind or commit any other Party.

SECTION 9.18. Counterparts.  This Agreement may be executed in one or more counterparts (including by facsimile transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

SECTION 9.19. Language.  Each of the Shareholders acknowledges and agrees that this Agreement has been negotiated, concluded, and executed in the English language.  In the event that a translation of this Agreement into a different language is prepared in whole or in part at any time for any purpose, the Company and the Shareholders agree that the English language version shall control and be determinative as to the purpose and intent of any provision of this Agreement.  Any and all notices and communications required hereunder shall be in English.

SECTION 9.20. Schedules and Exhibits.  Except as otherwise provided in this Agreement, all Exhibits and Schedules referred to herein are intended to be and hereby are made a part of this Agreement. Any disclosure in any Party’s Schedule under this Agreement

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corresponding to and qualifying a specific numbered paragraph or section hereof shall be deemed to correspond to and qualify any other numbered paragraph or section relating to such Party.  Certain information set forth in the Schedules is included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement.  The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Schedules in any dispute or controversy between the parties as to whether any obligation, item, or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

GEOPARK CHILE S.A.
by:
	/s/ James F. Park
	Name:	James F. Park
	Title:	Chairman
GEOPARK TDF S.A.
by:
	/s/ James F. Park
	Name:	James F. Park
	Title:	Legal Representative
LG INTERNATIONAL CORP.
by:
	/s/ Young Bong Ha
	Name:	Young Bong Ha
	Title:	President & CEO

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Schedule 1.01
Defined Terms

“Acceptance Period” has the meaning ascribed in Section 6.04(b).

“Addendum No. 2” means the second addendum to the GCS Subscription Agreement for the subscription of shares dated as of May 20, 2011, by and among (1) GeoPark Chile Limited Agencia en Chile, (2) GeoPark Chile S.A., (3) GeoPark Holdings Limited, and (4) LG International Corp.

 “Affiliate” of any Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” means this Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof.

“Alternate Director” has the meaning ascribed in Section 4.01.

“TdF Blocks” means each of the blocks named Campanario, Flamenco and Isla Norte, all located in Tierra del Fuego, XII Región de Magallanes y Antártica de Chile.

“Board” has the meaning ascribed in Section 4.01.

“Bona Fide Offer” means an offer made in good faith, for valuable consideration, without fraud or deceit.

“Business Day” means any day other than a Saturday or Sunday or any day banks in Chile, Seoul, New York or Bermuda are authorized or required to be closed.

“Bylaws” means the bylaws of the Company adopted by the Shareholders of the Company on or before the date hereof, and as hereafter amended in accordance with the terms thereof and pursuant to applicable law.

“Chief Executive Officer” means the highest ranking administrator, who manages the Company on a daily basis and reports to the Board.

“Chief Financial Officer” means the executive in charge of making the Company’s accounting and fiscal decisions.

“Chile” means the Republic of Chile.

“Claim” means any demand, claim, action, legal proceeding (whether at law or in equity), investigation or arbitration.

“Closing” has the meaning ascribed in the Sale and Purchase Agreement.

“Closing Date” has the meaning ascribed in the Sale and Purchase Agreement.

“Committed Investments” means the irrevocable commitment acquired by the Company, contemplated in the corresponding Participation Agreement to be entered into with Empresa Nacional del Petróleo in order to formalize the awarding of the exploitation right over the TdF Blocks, to perform minimum works which represent investments of no less than US$ 101.4 million (One Hundred and One Million Four Hundred Thousand Dollars) on the TdF Blocks.

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“Company” has the meaning ascribed in the preamble, and shall include and shall include its legal successors and permitted assigns.

“Competitive Activity” has the meaning ascribed in Section 8.01.

“Consent” means consent, approval, license, permit, order or authorization. “control” (and any form thereof, such as ‘controlled’ and ‘controlling’) means the possession by one Person, directly or indirectly (through one or more intermediaries) of the power to direct or cause the direction of the management or policies of another Person, whether through the ownership of voting interests, by contract, or otherwise; with respect to a corporation, partnership, or other body corporate, such power may be evidenced by the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of such corporation, partnership, or other body corporate.

“Director” has the meaning ascribed in Section 4.01.

“Dollars” means the lawful currency of the United States of America.

“Drag-Along Right” has the meaning ascribed in Section 6.07(a).

“Filing” means registration, declaration or filing.

“Framework Agreement” means the Framework Agreement for Latin American Strategic Group Partnership entered between GeoPark and the Investor, dated March 5, 2010.

“GeoPark” means GeoPark Holdings Ltd., a Bermuda company.

 “GCS” has the meaning ascribed in the preamble and shall include GeoPark’s legal successors and permitted assigns.

“GCS Shareholder” means GeoPark Chile Limited Agencia en Chile, an established and open branch under the laws of Chile of GeoPark Chile Limited, a company organized under the laws of Bermuda, and shall include GeoPark’s legal successors and permitted assigns.

“GCS Shareholders’ Agreement” means the shareholders agreement dated as of May 20, 2011 by and among (1) GCS, (2) GCS Shareholder, and (3) the LGI Shareholder

“GCS Subscription Agreement” means the agreement for the subscription of shares dated as of May 20, 2011, by and among (1) GeoPark Chile Limited Agencia en Chile, (2) GeoPark Chile S.A., (3) GeoPark Holdings Limited, and (4) LG International Corp.

“Governmental Entity” means any U.S. or foreign federal, state, provincial or local governmental authority, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board.

“Law” means, with respect to any Person, any domestic or foreign, federal, state, provincial or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any Governmental Entity directly applicable to such Person or any of its respective properties or assets, as amended from time to time.

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“LGI Shareholder” has the meaning ascribed in the preamble, and shall include its legal successors and permitted assigns.

“LGI” has the meaning ascribed in the recitals and shall include its legal successors and permitted assigns.

“Offer” has the meaning ascribed in Section 6.04(a).

“Offered Shares” has the meaning ascribed in Section 6.04(a).

“Offeree” has the meaning ascribed in Section 6.04(a).

“Offeror” has the meaning ascribed in Section 6.04(a).

“Oil and Gas Business” means (a) the business of acquiring, exploring, exploiting, developing, producing, operating and disposing of interests in oil, natural gas, liquefied natural gas and other hydrocarbon properties or products produced in association with any of the foregoing; and (b) any business relating to oil and gas field sales and service.

“Parties” has the meaning ascribed in the preamble.

“Person” means a corporation, company, association, partnership, joint venture, organization, business, individual (and the heirs, executors, administrators, or other legal representatives of an individual), trustee, trust, or any other entity or organization, including a government or any subdivision or agency”.

“Proposed Transferee” has the meaning ascribed in Section 6.03.

“Proposing Shareholder” has the meaning ascribed in Section 8.01.

“Purchase Notice” has the meaning ascribed in Section 6.04(b).

“Related Persons” shall mean any individual with a family or blood relationship with one Shareholder or its controller.

“Reorganization” shall mean the restructuring of a Person, by way of a merger, recapitalization or otherwise, for a bona fide commercial purposes.

“Service Level Agreements” means any existing or future agreement between the Company and GeoPark Argentina Limited or another GeoPark Affiliate for the provision of technical, financial and commercial advice and equipment in the operation, exploration, development and production of hydrocarbons in the TdF Blocks.

“Shareholder in Breach” has the meaning ascribed in Section 7.01(b)(v).

“Shareholders” means any one of (i) GCS, (ii) the LGI Shareholder, and (iii) any Transferee who joins this Agreement.

“Shares” means the shares of the Company.

“Subscription Agreement” has the meaning ascribed in the recitals.

“Tag-Along Right” has the meaning ascribed in Section 6.05.

“TdF Blocks” means each of the blocks named Campanario, Flamenco and Isla Norte, all located in Tierra del Fuego, XII Región de Magallanes y Antártica de Chile and any joint operation agreement relating thereto.

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“Terminating Shareholder” has the meaning ascribed in Section 7.01(b)(v).

“Third Party Buyer” means a Person who is not a party to this agreement and is interested in acquiring Shares.

“Transfer” has the meaning ascribed in Section 6.02(a).

“Transferring Shareholder” has the meaning ascribed in Section 6.02(a).

“US$” or “Dollars” means the lawful currency of the United States of America.

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Schedule 5.05

Incremental Equity Interest

In accordance with Section 5.05 hereof, GeoPark through any of its Affiliates, shall receive an incremental equity interest in the Company (the “Incremental Equity Interest”), which will be paid to GeoPark by the LGI Shareholder, in accordance with the following formula:

Recovery Factor (1)	Incremental Equity Interest (%) (2)
RF <= 1	—
1 < RF <= 2	3.0
2 < RF <= 3	5.0
3 < RF <= 4	7.0
4 < RF <= 5	9.0
5 < RF	11.0

(1)Recovery factor (“RF”) is defined as the total sum of all accrued cash-flow generated by the Company and available for the Shareholders divided by the total sum of accrued contributions made by the Shareholders to the Company including the Shares purchase price. For further clarification, “cash-flow generated by the Company and available for the Shareholders” means cash-flow from operations, which shall mean earnings before interests and taxes (usually known as EBIT) less taxes (paid) plus depreciation, depletion, any non cash charges or any other charge that reduces the value of the capital expenditure or assets (such as write-offs or impairment) less the sum of capital expenditures and debt service.

(2)Incremental Equity Interest is defined as the cumulative incremental share of the equity of the Company that shall be earned by GeoPark from the LGI Shareholder, each time the RF is achieved within the specified range. For the avoidance of doubt, any Incremental Equity Interest earned by GeoPark and paid by the LGI Shareholder, shall not be earned back by the LGI Shareholder notwithstanding any change in the RF, whether positive or negative.

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EX-10.13

Exhibit 10.13

QUOTA PURCHASE AGREEMENT

By and between

PANORO ENERGY DO BRASIL LTDA.

as the Seller

and

GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA.
as the Buyer

and, as Guarantors

PANORO ENERGY ASA and GEOPARK HOLDINGS LTD.

Dated May 14, 2013

QUOTA PURCHASE AGREEMENT

This Quota Purchase Agreement (this “Agreement”) is dated May 14, 2013, by and between PANORO ENERGY DO BRASIL LTDA., a sociedade limitada incorporated in accordance with the laws of the Federative Republic of Brazil, registered under the CNPJ under No. 07.467.619/0001-50 (the “Seller”) and GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA., a sociedade limitada incorporated in accordance with the laws of the Federative Republic of Brazil registered under the CNPJ/MF under nr. 17.572.061/0001-26 (the “Buyer”), and, as guarantors (as per Section 13.16) PANORO ENERGY ASA, a company incorporated in accordance with the laws of the Kingdom of Norway, registered in Norway under registered organization number 994 051 067 (“PANORO ASA”) and GEOPARK HOLDINGS LTD., a company incorporated in accordance with the laws of the Bermuda (“GHL”) (“Guarantors”). Each of the Buyer and the Seller is sometimes referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the Seller is currently the record and beneficial owner of all but one of the quotas (collectively, the “Quotas”) issued by RIO DAS CONTAS PRODUTORA DE PETRÓLEO LTDA., a sociedade limitada incorporated in accordance with the laws of the Federative Republic of Brazil, registered under the CNPJ under No. 07.316.968/0001-70 (the “Company”); and

WHEREAS, one nominal Quota is owned by PAN-PETROLEUM HOLDING B.V. and shall be transferred to the Seller prior to the Closing;

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, all of the Quotas.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual premises, representations, warranties, covenants and agreements contained herein, and upon the terms and subject to the conditions hereinafter set forth, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article:

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“Accounting Principles” means the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB) as in effect from time to time in Brazil and consistently applied.

“Acquisition Proposal” has the meaning set forth in Section 8.11 of this Agreement.

“Action” means any legal, administrative, arbitral, mediation or other alternative dispute resolution procedure or other action, proceeding, claim, inquiry or investigation before any court, arbitrator or other Governmental Entity.

“Affiliate” (and, with a correlative meaning “Affiliated”) means, with respect to any Person: (a) any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified; (b) each Person that serves as a director, officer, partner, executor, or trustee of such specified Person (or in a similar capacity); (c) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity).

For purposes of this definition, “Control” of a Person will mean the possession, directly or indirectly, of the power to direct or cause the direction of its management, whether through the ownership of voting securities, by voting agreement or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Amendment to the Gas Supply Agreement” means the amendment to the Contrato de Compra e Venda de Gás Natural entered into on April 17, 2007, by and between Petróleo Brasileiro S.A. — Petrobras, Manati S.A. and the Company, substantially in the form of amendment duly initialed and provided to Buyer on the date hereof, and designated as such for the purposes of this Agreement, by the Buyer and the Seller, and subject to Petrobras’s Board of Directors’ approval.

“ANP” means Agência Nacional do Petróleo, Gás Natural e Biocombustíveis, a Brazilian agency linked to the Brazilian Ministry of Mines and Energy.

“ANP Approval” has the meaning set forth in Section 8.05 of this Agreement.

“Antitrust Approval” has the meaning set forth in Section 10.07 of this Agreement.

“Arbitration” has the meaning set forth in Section 13.03 of this Agreement.

“Assets” means all the assets and properties of the Company, tangible and intangible, real, personal and mixed, excluding such assets and properties to be agreed in good faith between Seller and Buyer prior to Closing and which are not material assets (such as stationery ones, furniture and computers not related to the Business) and will be disposed of in

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accordance with this Agreement until the Closing Date. Without limiting the generality of the foregoing, the Assets include, without limitation, the Working Interest.

“BCAM-40 Block” means the block which concession for hydrocarbon exploration, production development and development was awarded under Concession Agreement No. 48000.003518/97-82, dated August 6th, 1998, as amended from time to time.

“Bond Agreement” means that certain Bond Agreement between PANORO ASA (Issuer) and Norsk Tillitsmann ASA (Bond Trustee) entered into on 15 November 2010.

“Bond Lien” means any Lien created in favor of the Bond Trustee relating to the security interest according to the Bond Agreement.

“Bond Trustee” means Norsk Tillitsmann ASA or any of its successors in accordance with the Bond Agreements.

“Bonds” means the PANORO ASA Senior Secured Callable Bond Issue 2010/2018 issued by PANORO ASA in its capacity as the Issuer under and pursuant to the Bond Agreement.

“Books and Records” means the books of account and other financial and corporate records and files (including records and files stored on computer disks or tapes or any other storage medium) of the Company and related to the Business, including minute books, stock record books, books of account, corporate seals, written contracts and other documents, instruments and papers.

“Budget” means the work programs and operating and capital expenses budget with respect to the BCAM-40 Block duly approved from time to time by the parties to the Joint Operating Agreement dated January 20, 2000, as amended from time to time. Schedule I includes the latest Budget approved by those parties.

“Business” means the business and operations of the Company (including but not limited to the development, exploration, drilling, extraction, producing, sale or other monetization of hydrocarbons (and all ancillary services and operations provided in connection therewith) conducted by the Working Interest Operator, on behalf of itself and each other holder of a Working Interest under any Participation Agreement).

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks located in Buenos Aires, Argentina; Rio de Janeiro, Brazil; Santiago, Chile; or Oslo, Norway are authorized or required to be closed.

“Buyer” has the meaning set forth in the Preamble hereto.

“CADE” has the meaning set forth in Section 10.07 of this Agreement.

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“Claim” means a written notice, demand, or service of process, either judicially or extrajudicially.

“Closing” has the meaning set forth in Section 5.02 of this Agreement.

“Closing Date” means five (5) Business Days following the day on which the ANP Approval is granted, provided that all of the conditions set forth in Article IV shall have been satisfied or waived by the Party entitled to the benefit thereof, on or prior to such date.

“Closing Purchase Price” has the meaning set forth in Section 3.01(a) of this Agreement.

“Company” means the Company as defined in the preamble hereto.

“Confidentiality Agreement” means a certain Confidentiality and Non-Disclosure Agreement executed by and among GHL and PANORO ASA on July 23, 2012.

“Consents” means all consents, waivers, approvals, allowances, authorizations, declarations, filings, recordings, registrations, validations or exemptions and notifications.

“Damages” means all losses, damages (excluding loss of profits, punitive, moral and incidental and indirect damages), expenses (including reasonable costs of investigation and defense and reasonable attorneys’ fees and expenses), taxes, interest, awards, penalties, injuries, amounts paid in settlement, whether or not involving a Third Party Claim.

“Direct Claim” has the meaning set forth in Section 11.02(f) of this Agreement.

“Disclosure Schedule” means the Disclosure Schedule together with any documents annexed to it delivered, or to be delivered, by the Seller to the Buyer concurrently with the execution and delivery of this Agreement and on the Closing Date, as applicable.

“Dollars” or “$” means United States dollars.

“Dollar Equivalent” means, in respect of any amount denominated in Reais, the Dollar equivalent of such amount calculated using the Exchange Rate as of the applicable Exchange Rate Calculation Date.

“Earn Out Amount” means for each calendar year during the Earn Out Period, with respect to the BCAM-40 Block, an amount equal to forty five percent (45%) of the Net Cash Flow of such calendar year that is in excess of the Reais Equivalent to Twenty Five Million Dollars ($25,000,000). In the event that the calculated Earn-Out Amount for certain year exceeds in the aggregate the Maximum Earn-Out Sum, the applicable Earn-Out Amount for such corresponding year shall be equal to the difference between the Maximum Earn-Out Sum and the aggregate Earn-Out Amounts already paid up to such date.

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“Earn Out Period” means the period comprising a five-year fiscal and calendar period, the first one starting on January 01, 2013 and the last one ending on December 31, 2017.

“Earn Out Payment” means the aggregate amount payable by the Buyer to the Seller pursuant to Section 3.02.

“Earn Out Schedule” has the meaning set forth in Section 3.02(c) of this Agreement.

“EBITDA” means earnings before interest, taxes, depreciation and amortization, as calculated in accordance with the Accounting Principles.

“Effective Time” means April 30, 2013.

“Effective Time Working Capital Statement” means the Working Capital statement as of the Effective Time to be prepared pursuant to the provisions of Section 3.03 and Schedule 3.03 hereto.

“Environmental Consents” means any material permit, license, authorization, approval or consent required under Environmental Laws for the operation of the Business.

“Environmental Laws” means any and all applicable Laws and Permits issued, promulgated or entered into by any Governmental Entity relating to the environment, the protection or preservation of human health or safety, including the health and safety of employees, the preservation or reclamation of natural resources, or the management, release or threatened release of Hazardous Materials.

“Exchange Rate” means the average of the official buy and sell rates for Dollars/Real (or Real/Dollars, as the case may be) published by the Central Bank of Brazil on the corresponding Exchange Rate Calculation Date and as of such date through the SISBACEN data system under rate PTAX 800, option 5 — Taxas.

“Exchange Rate Calculation Date” means the date that is one (1) Business Day prior to the date when the payment of the Dollar Equivalent/Reais Equivalent is due pursuant to the terms of this Agreement or otherwise.

“Facilities” means any buildings, plants or structures, owned, operated or leased by the Company or located on any Real Property.

“Financial Statements” has the meaning set forth in Section 6.06(a) of this Agreement.

“First Arbitrator” has the meaning set forth in Section 13.03(c)(i) of this Agreement.

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“First Party” has the meaning set forth in Section 13.03(c)(i) of this Agreement.

“GHL” has the meaning set forth in the Preamble hereto.

“Governmental Entity” means any (i) federal, state, local, foreign or international government; (ii) court, arbitral or other tribunal or governmental or quasi-governmental authority of any nature (including any governmental agency, political subdivisions, instrumentalities, branch, department, official, or entity); or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature pertaining to government.

“Guaranteed” has the meaning set forth in Section 13.16 of this Agreement.

“Guarantors” has the meaning set forth in the Preamble hereto.

“Hazardous Materials” means those materials, substances or wastes that are regulated by, or form the basis of liability under, any Environmental Law, pollutants, solid wastes, explosive or regulated radioactive materials or substances, wastes or chemicals, petroleum (including crude oil or any fraction thereof) or petroleum distillates, asbestos or asbestos containing materials.

“ICC” has the meaning set forth in Section 13.03(a) of this Agreement.

“IGPM” means the Índice Geral de Preços — Mercado, published by Fundação Getúlio Vargas, or if such index ceases to be calculated or divulged, the inflation index officially appointed to replace it.

“Insurance Policies” has the meaning set forth in Section 6.17(a) of this Agreement.

“Intellectual Property” means all (a) patents, patent applications, patent disclosures and inventions and discoveries which may be patentable and improvements thereto, (b) registered and unregistered trademarks, service marks, logos, trade names and corporate names and registrations and applications for registration thereof, including all marks registered in the relevant Governmental Entity, (c) copyrights in both published and unpublished works and registrations and applications for registration thereof, (d) computer software, data and documentation, (e) trade secrets and confidential business information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information) (collectively, “Trade Secrets”) and (f) copies and tangible embodiments thereof (in whatever form or medium) in which the Company has any rights.

7

“Knowledge” means, in relation to representations and warranties made according to the “knowledge” of a Person, it shall be considered (a) all facts that are known by any officer or director of the Company with respect to the matters at hand or (b) all facts that any of such Person should have known with respect to the matters at hand as result of the occupation of that management position.

“Laws” means all laws, principles of common law, statutes, constitutions, treaties, rules, regulations, ordinances, codes, rulings, Orders and determinations of all Governmental Entities.

“Leased Property” has the meaning set forth in Section 6.15(a) of this Agreement.

“Leases” means all leases, subleases, right to occupy or use and other arrangements with respect to Real Property, including, in each case, all amendments, modifications and supplements thereto and waivers and consents thereunder.

“Letter of Intent” means that certain Letter of Intent executed by GHL, and PANORO ASA on March 26, 2013, as amended on May 2, 2013.

“Liability” means all debts, liabilities, obligations contracts and commitments, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, due or to become due, whenever or however arising (including, whether arising out of any contract or based on negligence, strict liability or otherwise) and whether or not the same would be required by the Accounting Principles to be reflected as a liability in financial statements or disclosed in the notes thereto, including but not limited to liabilities with respect to tax, labor, environmental, import/export, licenses or permits, product, contractual, corporate or civil matters.

“Lien” means any in rem charge, easement, encumbrance, option, lien, pledge, hypothecation, assignment, deposit arrangement, security interest (preference, priority or other security agreement or preferential arrangement of any kind), mortgage, deed of trust, retention of title agreement, right of first refusal, right of first offer, preemptive right, or other restriction or granting or any in rem rights of any kind (including any restriction on, or right granted with respect to, the use, voting, transfer, receipt of income or exercise of any other attribute of ownership).

“Manati Field” means the Manati natural gas field located inside the BCAM-40 Block, in the State of Bahia (Brazil).

“Material Adverse Effect” means (a) when used in connection with the Company, any change or effect (or any development that, insofar as can reasonably be foreseen, is likely to result in any change or effect) that, individually or in the aggregate with any such other changes or effects, is materially adverse to the business, assets, financial

8

condition, or results of operations of the Company taken as a whole other than changes or effects resulting from (i) the Ordinary Course of Business of the Company, (ii) seasonal changes or effects (including but not limited to, periods of the year when the demand for natural gas in Brazil is usually materially reduced) that temporarily affect the markets or industries in which the Company conducts its business (excluding legal and regulatory changes), provided that any such seasonal changes or effects do not disproportionately adversely affect the Company compared to other companies in the markets and industries in which the Company conducts its business, (iii) changes or effects that affect the general business, economic or political conditions, that do not disproportionately adversely affect the Company compared to other companies in the markets or industries in which the Company conducts its business, (iv) changes or effects that affect the financial, credit or securities markets in any country or region in the world, including changes in interest rates or foreign exchange rates, that do not disproportionately adversely affect the Company compared to other companies in the industries in which the Company conduct its business, (v) unless caused by or otherwise resulting from a Material Adverse Effect, the failure by the Company to meet any internal or industry estimates, expectations, forecasts, revenue or earnings projections for any period, and (vi) any change or effect that results from any actions practiced by the Seller, at Buyer’s request or with Buyer’s written consent, and (b) when used in connection with either the Buyer or the Seller, any change or effect (or any development that insofar as can reasonably be foreseen, is likely to result in any change or effect) that, individually or in the aggregate with any such other changes or effects, will prevent either the Buyer or the Seller, as applicable, from materially performing its obligations under this Agreement or consummating the Transaction.

“Material Contract” has the meaning set forth in Section 6.16 of this Agreement.

“Maximum Earn-Out Sum” means the aggregate total amount of Reais Equivalent to twenty Million Dollars ($20,000,000).

“Net Cash Flow” means, solely in respect to the BCAM-40 Block, EBITDA minus capital expenditures minus corporate income taxes (including but not limited to social contribution taxes and special participation tax), as such items are shown (or calculated based upon) in the annual financial statements of the Company to the extent directly related to BCAM-40 Block (as if a pro-forma financial statements had been prepared in accordance with Accounting Principles in relation to the BCAM-40 Block) provided however that for purposes of this definition, when calculating EBITDA, general and administrative expenses will be fixed at an amount of Five Million Brazilian Reais (R$5,000,000), which amount shall be adjusted annually by the accumulated IGPM since January 1, 2013.

“Order” means any award, decision, stipulation, injunction, judgment, order, ruling, subpoena, writ, decree or verdict entered, issued, made, or rendered by any competent Governmental Entity.

9

“Ordinary Course of Business” means any operation, transaction or activity which constitutes an usual and ordinary activity, conducted by the Company in a commercially reasonable and professional way, according to past practices, customs and procedures, pursuant to good oilfield practices for the relevant type and size of business, including any operation, transaction or activity conducted by the Company required by the provisions of the Participation Agreements.

“Organizational Documents” means, with respect to any Person (other than a natural person), the memorandum and articles of incorporation, charter, estatutos, limited liability company agreement, operating agreement, partnership agreement or other constitutive documents, however named, of such Person.

“Owned Property” has the meaning set forth in Section 6.15(a) of this Agreement.

“PAN-PETROLEUM” means PAN-PETROLEUM Holding B.V. a company organized under the Laws of The Netherlands, headquartered at Prinses Margrietplantsoen 76, 2595 BR, The Hague, The Netherlands, enrolled under CNPJ n. 12.835.996/0001-34.

“PANORO ASA” has the meaning set forth in the Preamble hereto.

“Participation Agreements” means each of the contracts listed on Schedule III hereto with respect to the Working Interest.

“Party” and “Parties” have the meaning set forth in the Preamble hereto.

“Payment Date” has the meaning set forth in Section 3.02(b) of this Agreement.

“Permit” means all licenses, permits, certificates, Consents, or other authorizations, issued, granted, given or otherwise made available by or under the authority of any Governmental Entity or pursuant to any Law.

“Permitted Liens” means any of the following:

(i)liens for taxes not yet delinquent or that are being contested in good faith;

(ii)any materialman’s, warehouseman’s, mechanics’, repairman’s, employees’, contractors’, operators’ or other similar liens, security interests or charges for liquidated amounts incidental to maintenance, development, production or operation of the Working Interest or for the purpose of developing, producing, processing or selling oil, gas or other hydrocarbons therefrom or therein, that are not delinquent and that will be paid in the Ordinary Course of Business or, if delinquent, that are being contested in good faith and for which appropriate reserves have been established;

10

(iii)all agreements and obligations relating to imbalances with respect to the production, transportation, processing or sale of oil, natural gas or other hydrocarbons;

(iv)preferential purchase rights and third party consents and transfer restrictions entered into in the Ordinary Course of Business which do not affect the transferability of interests in the oil and gas properties;

(v)easements, rights-of-way, servitudes, exceptions, encroachments, reservations, restrictions, covenants, conditions or limitations which do not in the aggregate materially interfere with or impair the operation, value or use of the oil and gas properties affected thereby for the purposes for which they have been used by the Seller and the Company in the Ordinary Course of Business;

(vi)present or future zoning Laws and ordinances;

(vii)typical and customary agreements among or entered into by owners of oil and gas interests in the Ordinary Course of Business containing such terms and provisions as are typical and customary for the oil and gas industry covering oil, gas or associated liquid or gaseous hydrocarbons, reversionary interests, similar burdens and all contractually binding arrangements to which the oil and gas properties are subject which do not in the aggregate materially interfere or impair the operation, value or use of any of the oil and gas properties for the purposes for which they have been used by the Seller and the Company in the Ordinary Course of Business;

(viii)any rights and obligations set forth in the Participation Agreements; and

(ix)rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any Asset of the Company in any manner, and all applicable Laws, rules and orders of Governmental Entity, which do not in the aggregate materially interfere or impair the operation, value or use of any of the oil and gas properties for the purposes for which they have been used by the Company in the Ordinary Course of Business.

“Person” means any individual, sole proprietorship, firm, corporation (including any non-profit corporation and public benefit corporation), general or limited partnership, limited liability partnership, joint venture, limited liability company, estate, trust, association, organization, labor union, institution, entity or Governmental Entity, including any successor (by merger or otherwise) of such entity.

“Plans” has the meaning set forth in Section 6.13(b).

“Purchase Price” means the aggregate consideration to be paid by the Buyer to the Seller for the Quotas in accordance with Section 3.01.

“Quotas” has the meaning set forth in the Recitals.

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“Real Equivalent” or “Reais Equivalent” means, in respect of any amount denominated in Dollar, the Real equivalent of such amount calculated using the Exchange Rate as of the applicable Exchange Rate Calculation Date.

“Real Property” has the meaning set forth in Section 6.15(a) of this Agreement.

“Representative” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

“Reserve Engineers” has the meaning set forth in Section 6.08(f) of this Agreement.

“Reserve Report” has the meaning set forth in Section 6.08(f) of this Agreement.

“Second Arbitrator” has the meaning set forth in Section 13.03(c)(ii) of this Agreement.

“Second Party” has the meaning set forth in Section 13.03(c)(i) of this Agreement.

“Seller” has the meaning set forth in the Preamble hereto.

“Taxes” means all taxes, charges, duties, fees, levies or other assessments, including, without limitation, income, excise, property, sales, use, gross receipts, recording, insurance, value added, profits, license, withholding, payroll, employment, net worth, capital gains, transfer, stamp, social security, environmental, occupation and franchise taxes, imposed by any Governmental Entity, and including any interest, penalties and additions attributable thereto.

“Third Arbitrator” has the meaning set forth in Section 13.03(c)(iii) of this Agreement.

“Third Party Claim” has the meaning set forth in Section 11.02(a) of this Agreement.

“Threshold” has the meaning set forth in Section 11.03(b) of this Agreement.

“Trade Secret” has the meaning set forth under the definition of Intellectual Property.

“Transaction” has the meaning set forth in Section 5.01 of this Agreement.

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“Transaction Documents” means this Agreement and any certificate, schedule, agreement or other document required to be delivered pursuant to this Agreement.

“Working Capital” shall be calculated considering the items listed in Schedule IV of this Agreement.

“Working Interest” means the undivided working interest of 10% in the BCAM-40 Block, including, without limitation, all of the rights, title and interest in and to all technical, commercial, financial and other information associated with such working interest.

“Working Interest Operator” means the Person designated as the “operator” under the relevant Participation Agreement.

ARTICLE II

SALE AND PURCHASE

2.01Sale and Purchase of Quotas. On the basis of the representations and warranties and subject to the satisfaction or waiver of the conditions set forth in Article IV of this Agreement, at the Closing, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Sellers, the Quotas with full title guaranty, free and clear of any Liens. In connection with such sale and purchase, the Seller shall transfer any and all Quotas held by it to the Buyer, free and clear of any Liens, for no further consideration.

2.02Buyer Nominees. The Buyer may designate one or more nominees (which shall be an Affiliate of the Buyer) in writing to Seller for Seller’s acceptance five (5) Business Days prior to Closing for purposes of receiving the Quotas (such acceptance not to be unreasonably withheld). The transfer of any Quotas to a Buyer’s nominee shall not affect or limit, in any manner whatsoever, the Buyer’s rights and obligations provided hereunder, including but not limited to the indemnities provided under Article XI.

ARTICLE III

PURCHASE PRICE

3.01Purchase Price. The Purchase Price, in consideration for the Quotas, payable by the Buyer shall be determined pursuant to this Section (the “Purchase Price”), as follows:

(a)The purchase price at Closing shall be the Reais Equivalent to One Hundred and Forty Million Dollars ($140,000,000), increased or decreased, as the case may be, by the net result of the Final Effective Working Capital Statement determined pursuant to Section 3.03 (the “Closing Purchase Price”), assuming as a base for comparison purposes

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a working capital (using the same criteria of Schedule II hereto) of zero as of the Effective Time; and

(b)The Earn-Out Amount (if any) determined pursuant to Section 3.02 below.

3.02Earn-Out. (a) On each relevant Payment Date of each calendar year, the Buyer shall pay to Seller the Earn-Out Amount with respect to such calendar year during the Earn-Out Period, as follows:

(b)Each Earn-Out Payment shall be made by wire transfer of immediately available funds to the Seller’s Account, within thirty (30) days (“Payment Date”) after release of the audited annual financial statements of GHL with respect to each fiscal year of the Earn-Out Period, such release of audited financial statements to occur no later than the 90 (ninetieth) calendar day of each fiscal year.

(c)Within fifteen (15) days after release of the audited annual financial statements of GHL, Buyer shall prepare a draft schedule (the “Earn Out Schedule”) detailing the calculation (as per Schedule 3.02(c) hereto) of the Earn-Out Payment together with all supporting documents and information and deliver it to the Seller.

(d)No later than fifteen (15) days following receipt by the Seller of the Earn Out Schedule together with all supporting documents and information related or relevant to such calculation, the Seller may deliver written notice to the Buyer of any reasonable objection the Seller may have with respect to the calculation of the Earn Out Payment presented by the Buyer; provided that, if a timely notice is not received by the Buyer as set forth herein, the Earn Out Payment calculation presented by the Buyer in accordance with Section 3.02(c) shall be considered conclusive and binding on the Parties.

(e)In the event of a timely objection by the Seller, the Seller and the Buyer shall negotiate in good faith to resolve such disagreement within fifteen (15) days after the Buyer’s notice. If Buyer and Seller resolve such disagreement, then the Earn-Out shall be paid within five (5) days from the termination of such 15-day period. If the Seller and the Buyer, notwithstanding such good faith effort, fail to resolve such disagreement within five (5) days, then the Seller and the Buyer, shall jointly engage one of the “Big Four” auditing firms (except for the auditing firm then engaged by Buyer, Buyer’s Guarantor, Seller and Seller’s Guarantor to

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audit their respective financial statements) to settle such disagreement and all the costs related to such engagement shall be split on a proportional basis (considering the deviation of each Party’s assessment against the auditing firm’s presented results) between the Seller and Buyer. For clarification purposes, the undisputed amount shall be duly paid pursuant to this section and only the disputed amount shall be subject to auditing.

(f)The Seller shall instruct the audit firm that it: (i) shall review only the items under dispute; (ii) shall make its determination solely based upon the definition of Earn Out and the Earn Out Schedule set forth in this Agreement, (iii) shall use its best efforts to render its decision within thirty (30) days after the referral of the dispute to the firm; and (iv) shall not assign a value to any item that is higher than the highest value, or lower than the lowest value, claimed by either Party in respect of such item. The audit firm shall, based solely on the provisions of this Section, make a determination in respect of the items under dispute, and shall present its determination of the disputed items in a revised Earn Out Schedule which shall then constitute the final Earn Out Schedule and Earn Out Payment. The Earn-Out shall then be paid within 5 days from the final determination by the audit firm.

(g)Under no circumstance will the cumulative sum of all earn-out payments exceed the Maximum Earn-Out Sum. After the earlier of the scheduled Payment Date related to the fiscal year ended on December 31, 2017 or the date by which the Maximum Earn Out Sum is reached, no further Earn-Out Amounts shall be owed or become due and payable.

3.03Working Capital. (a) As soon as practicable but no later than one hundred and fifty (150) days from the date hereof, the Buyer shall prepare and deliver to the Seller a statement of the Effective Time Working Capital Statement duly audited by PriceWaterhouseCoopers engaged by the Buyer, at Buyer’s cost, together with any supporting documents and information.

(b)No later than fifteen (15) days following receipt by the Seller of the Buyer’s Effective Time Working Capital Statement, the Seller may deliver written notice to the Buyer of a reasonable objection the Seller may have with respect to the results presented by the Buyer; provided that, if a timely notice is not received by the Buyer as set forth herein, the Effective Time Working Capital Statement presented by the Buyer in accordance with Section 3.03(a) shall be considered as the Final Working Capital Statement, which shall be conclusive and binding on the Parties.

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(c)In the event of a timely objection by the Seller, the Seller and the Buyer shall negotiate in good faith to resolve such disagreement within fifteen (15) days after the Buyer’s notice.

(d)If the Seller and the Buyer, notwithstanding such good faith effort, fail to resolve such disagreement within fifteen (15) days, then the Seller and the Buyer, shall jointly engage one of the “Big Four” auditing firms (except for PriceWaterhouseCoopers and Ernst & Young) to settle such disagreement and all the costs related to such engagement shall be split on a proportional basis (considering the deviation of each Party’s assessment against the auditing firm’s presented results).

(e)The Seller shall instruct the audit firm that it: (i) shall review only the items under dispute; (ii) shall make its determination solely based upon the definition of Working Capital set forth in this Agreement (and, for avoidance of doubt, not using such accounting methods and standards that would apply if financial statements were being prepared), (iii) shall use its best efforts to render its decision within thirty (30) days after the referral of the dispute to the firm; and (iv) shall not assign a value to any item that is higher than the highest value, or lower than the lowest value, claimed by either Party in respect of such item.

(f)The audit firm shall, based solely on the provisions of this Section, the definition of Working Capital and the instructions issued by the Seller pursuant to this Section, make a determination in respect of the items under dispute (which may comprise the inclusion, exclusion or modification of items), and shall present its determination of the disputed items in a revised Effective Time Working Capital Statement which shall then constitute the Final Working Capital Statement.

(g)The Purchase Price shall take into consideration the Final Working Capital Statement as determined pursuant to this Section. In the event the Final Working Capital Statement may not be finally determined until the Closing Date, then the consideration paid at Closing shall be reduced by the amounts under dispute. As a result of the foregoing, within five (5) days after the date in which the Final Working Capital Statement is finally determined, the Buyer shall settle any difference between the Final Working Capital Statement and the amount paid on the Closing Date.

3.04Payments. Any payments by the Buyer hereunder shall be made to the Seller in immediately available funds by wire transfer to such bank and account of a bank

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located in Brazil, specified by the Seller at least two (2) Business Days prior to the date on which the relevant payment is due. Failure by the Buyer to make any payment hereunder shall be result in the imposition of the penalties set forth in Section 13.14 below.

ARTICLE IV
SUSPENSIVE CONDITIONS TO CLOSING

4.01Seller’s Conditions. The Seller’s obligations to consummate the Transaction are subject to the satisfaction, at the Closing, of each of the following conditions (any of which may be waived by the Seller in its sole discretion, in writing, in whole or in part):

(a)Covenants.

The Buyer has in all material respects performed each of its covenants and agreements required to be performed by it pursuant to this Agreement and the other Transaction Documents on or prior to the Closing.

(b)Governmental Consents.

(i)All the Consents and Permits listed in Part 6.16 and Part 4.01 of the Disclosure Schedule shall have been obtained, and such Consents are in full force and effect; provided, however, that in case a Permit requires the restructuring of the Transaction or a divestment of any of the assets of the Company as a condition to approval of the Transaction, the Seller shall not be obligated to consummate the Transaction, except in its sole discretion and subject to an adjustment of the Purchase Price.

(ii)No Consent from any Governmental Entity challenges or seeks to: prohibit or limit the ownership or operation of all or any portion of the Business or Assets of the Buyer, compel the Buyer to dispose or hold separate all or any portion of its Business or Assets or impose any material limitation on the ability of the Buyer to conduct its Business, in each case, following the Closing.

(c)No Litigation. No Action has been threatened, instituted or is pending which (i) challenges or seeks to restrain or prohibit, or may have the effect of preventing, delaying, making illegal or otherwise interfering with the consummation of the Transaction or the performance of this Agreement or the Transaction Documents or seeks Damages in connection therewith, (ii) challenges or seeks to prohibit or limit the ownership or operation of all or any portion of the Business or Assets of the Company or the Quotas or seeks to impose any material limitation on the ability of the Buyer to conduct the Business or own such Assets.

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(d)Legal Opinion. The Seller will have received the opinion of Machado, Meyer, Sendacz e Opice — Advogados, special Brazilian counsel to the Buyer and Cox, Hallett and Wilkinson, special Bermuda counsel to the Buyer’s Guarantor, which shall be substantially in the form attached in Schedule 4.01(d).

(e)Replacement of ANP Guarantees. All guarantees provided by Seller or any of its Affiliates to ANP, in connection with the Company or the Business, shall have been duly replaced by the Buyer or any of its Affiliates and such replacement guarantees shall have been duly accepted by ANP.

4.02Buyer’s Conditions. The Buyer’s obligations to consummate the Transaction are subject to the satisfaction, at the Closing, of each of the following conditions (any of which may be waived by the Buyer in its sole discretion, in writing, in whole or in part):

(a)Covenants.

The Seller has in all material respects performed each of its covenants and agreements required to be performed by it pursuant to this Agreement and the other Transaction Documents on or prior to the Closing.

(b)Consents.

(i)All Consents, Permits and Orders of all Persons required to be obtained prior to the Closing in connection with the execution, delivery and performance of this Agreement by the Seller and the Company have been obtained in form and substance reasonably satisfactory to the Buyer and its counsel and are in full force and effect, including all Consents set forth on Part 6.16 of the Disclosure Schedule; provided, however, that in case a Permit requires the restructuring of the Transaction or a divestment of any of the assets of the Company as a condition to approval of the Transaction, the Buyer shall not be obligated to consummate the Transaction, except in its sole discretion and subject to an adjustment of the Purchase Price and provided further that the release of the Bond Liens shall occur in accordance with Section 10.08 of this Agreement.

(ii)No Consent from any Governmental Entity challenges or seeks to: prohibit or limit the ownership or operation of all or any portion of the Business or assets of any of the Company or the Quotas, compel the Buyer or its Affiliates to dispose of or hold separate all or any portion of the Business or Assets of the Company or any of the assets of the Buyer or any of its Affiliates, or impose any material

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limitation on the ability of the Buyer to conduct the Business or own such Assets, in each case, as a condition to, or following the Closing.

(c)No Litigation. No Action has been threatened, instituted or is pending which (i) challenges or seeks to restrain or prohibit, or may have the effect of preventing, delaying, making illegal or otherwise interfering with the consummation of the Transaction or the performance of this Agreement or the Transaction Documents or seeks Damages in connection therewith, (ii) challenges or seeks to prohibit or limit the ownership or operation of all or any portion of the Business or assets of any of the Company or the Quotas or compels or seeks to compel the Buyer or its Affiliates to dispose of or hold separate all or any portion of the Business or assets of any of the Company or any other assets if the Buyer of its Affiliates or seeks to impose any material limitation on the ability of the Buyer to conduct the Business or own such assets or (iii) could reasonably be expected to result in any material diminution in the benefits expected to be derived by the Buyer as a result of the Transaction.

(d)No Material Adverse Effect. There will not have occurred any Material Adverse Effect.

(e)Legal Opinion. The Buyer will have received the opinion of Souza, Cescon, Barrieu & Flesch - Advogados, special Brazilian counsel to the Seller and Wikborg, Rein & Co. DA Advokatfirma, special Norwegian counsel to the Seller’s Guarantor, which shall be substantially in the form attached in Schedule 4.02(e).

(f)Books and Records. The Seller will have delivered and made available to the Buyer the Books and Records of the Company in accordance with Section 8.01 of this Agreement.

(g)Amendment. The Seller will have provided the Buyer with (i) the fully executed copy, if available, or (ii) the most recent draft of the Amendment to the Gas Supply Agreement, if such Amendment to the Gas Supply Agreement has not been executed by the Closing Date, on terms substantially consistent with the draft disclosed by Seller to Buyer on the date hereof.

4.03Anti-Trust. To the extent that the Transaction is subject to mandatory pre-merger notification under the Law No. 12,529/2011, the required notification having been made to the Brazilian antitrust authorities and a favorable decision by the latter authorities having been received approving the Transaction, which condition will be deemed satisfied either by the unappealable approval of the Transaction by the General Superintendence

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(Superintendência Geral) or by the Tribunal (Tribunal Administrativo de Defensa Econômica), or the waiting period of Article 88 of the Brazilian merger control law having expired with no final decision being issued.

4.04ANP. Granting of the ANP approval, as set forth in Section 8.05.

ARTICLE V

CLOSING

5.01Closing. The closing of the sale and purchase of the Quotas contemplated by this Agreement (the “Transaction”) will take place at the offices of Machado, Sendacz and Opice Advogados located at Rua Lauro Muller nr. 116, 17th floor, Rio de Janeiro, Brazil, at 9 a.m. on the Closing Date.

5.02Closing Operations. On the Closing Date, the Parties shall take or cause to be taken the following acts and operations (the “Closing”):

(i)The Seller shall execute and deliver to the Buyer a certificate, dated as of the Closing Date, attesting that the representations and warranties provided by the Seller in Article VI and by PANORO ASA in Section 13.16 remain valid and true on the Closing Date as of the date they have been made, updating any and all such representations and warranties (and consequently, the Disclosure Schedule) if applicable, as of the Closing Date;

(ii)The Buyer shall execute and deliver to the Seller a certificate, dated as of the Closing Date, attesting that the representations and warranties provided by the Buyer in Article VII and by GHL in Section 13.16 remain valid and true on and as of the Closing Date updating any and all representations and warranties if applicable as of the Closing Date;

(iii)The Seller shall execute and deliver to the Buyer the Amendment to the Articles of Association (Alteração do Contrato Social) of the Company substantially in the form of Schedule 5.02(iii) hereto, reflecting the transfer of the Quotas to the Buyer free and clear of any Lien (provided that the release of the Bond Liens shall observe Section 10.08 of this Agreement), and the replacement of the members of the management of the Company nominated by the Seller by the members appointed by the Buyer, with a discharge of all past and present managers of the Company from any and all Liability arising out of any and all actions taken by such managers in such managers’ capacity as such until the Closing Date;

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(iv)The Buyer shall pay the Closing Purchase Price to the Seller;

(v)PANORO ASA, the Seller, the Company, the Buyer and the Bond Trustee shall perform all acts, execute, and deliver all documents that are required to be performed, executed and delivered pursuant to Section 10.08; and

(vi)The Seller shall present to the Buyer evidence of full release of all and any Liens over the Assets, Business or operations of the Company and over its Quotas upon satisfaction of the provisions of item (v) above;

(vii)The Parties shall execute all and any other documents and instruments required for the implementation of the Transaction contemplated herein.

(b)All Closing procedures, as well as all documents signed at the Closing, shall be deemed performed and executed simultaneously, for all purposes. The actions listed in Section 5.02 above are all connected and, in case one of them does not occur, all other acts are not valid and shall not produce any effects for the purposes of the Closing, unless otherwise agreed by the Parties.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY

The Seller makes the representations and warranties set out in this Article to the Buyer on the date of this Agreement.

6.01Organization. (a) Each of the Seller and the Company is a limited liability company, duly incorporated and validly existing under the Laws of each of their respective jurisdictions of incorporation, and each has full power and authority to conduct its business in the manner in which it is presently being conducted, except, with respect to Seller, where the failure to be so organized, existing, or to have such power or authority would not jeopardize the consummation of the Transaction and obligations thereof, by the Seller. The Seller and the Company are duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary. Part 6.01 of the Disclosure Schedule lists each jurisdiction in which the Company is qualified to do business. True and complete copies of the Organizational Documents, as amended to date, the Company have previously been delivered or made available to the Buyer.

6.02Capitalization; Title to Quotas and Structure. (a) The authorized quotas of the Company consist of Twelve Billion, Six Hundred and Seventy Four Million, Twenty Five Thousand and Seven Hundred and Ninety Eight (12,674,025,798) quotas. Except as set

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forth in the immediately preceding sentence, no quotas or other voting securities of the Company were issued, reserved for issuance or outstanding. Except as disclosed in Part 6.02 of the Disclosure Schedule, all of the Quotas are owned of record and beneficially by the Seller free and clear of all Liens other than the Bond Lien (which shall be discharged and released in connection with Closing). All of the Quotas are duly authorized, validly issued, fully paid and non-assessable and were not issued in violation of, and are not subject to, any preemptive rights. Other than as set forth on Part 6.02 of the Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which any quotaholder or shareholder of the Company may vote. There are no securities, options, warrants, calls, rights or other contracts, including, without limitation, appreciation rights, “phantom” stock or similar plans or rights, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Quotas or other securities or assets of the Company or any shares of capital stock or other securities of any other Company or obligating the Company or any other Company to issue, grant, extend or enter into any such security, option, warrant, call, right or contract, including any securities pursuant to which rights to acquire capital stock become exercisable only after a change of control of the Company or upon the acquisition of a specified amount of the Quotas or voting power of the Company or any shares of capital stock or voting power of any other Company. Except as disclosed in Part 6.02 of the Disclosure Schedule, there are no contracts (i) of the Company to repurchase, redeem or otherwise acquire any quotas or shares of capital stock of the Company or (ii) requiring the Company to vote or to dispose of any quotas or shares of capital stock of the Company.

(b)The sale and delivery of the Quotas to the Buyer pursuant to this Agreement, vest in the Buyer all right, title and interest in and to the Quotas, free and clear of all Liens, subject to Section 10.08 of this Agreement.

6.03Subsidiaries; Branches. The Company has no subsidiaries. The Company has only one branch located in the State of Bahia, Brazil, which enrollment number before the CNPJ is disclosed on Part 6.01 of the Disclosure Schedule.

6.04Due Authorization; Enforceability. Seller has all requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the Transaction. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transaction by the Seller have been duly authorized by all necessary or appropriate corporate action and no other corporate proceedings are necessary to authorize this Agreement or the other executed Transaction Documents or to consummate the Transaction. This Agreement and those other Transaction Documents executed or delivered on or prior to the date of this Agreement constitute, and prior to the Closing the remaining Transaction Documents required to be executed after the date of this Agreement will constitute, when executed, a valid and legally binding obligations of the Seller enforceable against the Seller in accordance with its

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terms except as enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and (ii) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

6.05No Violation. Neither the execution, delivery or performance of this Agreement and the other Transaction Documents by the Seller nor the consummation by the Seller of the Transaction, will, with or without the giving of notice or lapse of time or both: (i) violate, conflict with or result in any breach of any provision of the Organizational Documents of the Seller or of the Company; (ii) require any Permit of any Governmental Entity applicable to the Company or the Seller or violate, conflict with or constitute a default under any of the terms or requirements of any Permit that is held by the Company, except for the ANP and CADE approval; or (iii) result in a violation or breach of, or constitute a default (or give rise to any rights of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any Material Contract, except as disclosed in Part 6.05 of the Disclosure Schedule; or (iv) violate, conflict with or result in any material breach of any Law applicable to the Seller or the Company.

6.06Financial Statements. (a) The Seller has delivered to the Buyer: true and correct copies of the balance sheet of the Company as of December 31 in each of the years 2010 through 2012 together with statements of income, changes in shareholders’ equity and changes in financial position, including, in each case, the notes thereto and the reports of Ernst & Young (the “Financial Statements”).

(b)The Financial Statements were prepared from and in accordance with the Books and Records of the Company in accordance with the Accounting Principles consistently applied (except as indicated in the notes thereto), are true and correct and fairly present in accordance with the Accounting Principles the financial condition, results of operations, changes in shareholder’s equity and cash flow of the Company in all material respects as of and for the periods indicated or as of the respective dates set forth therein, subject, in the case of interim financial statements, to the absence of footnotes and normal and recurring year-end adjustments, the effect of which will not, individually or in the aggregate, be materially adverse.

(c)As of the Effective Time, the Company did not have any Liabilities that were not adequately reflected or reserved for in the Financial Statements in accordance with the Accounting Principles except for liabilities incurred in the Ordinary Course of Business consistent with past practice since the date of the Financial Statements. Except as set forth in the Financial Statements, the Company does not have any Liability unrelated to the Business as currently conducted.

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(d)The accounts receivable set forth in the Financial Statements arose from bona fide and deliveries of goods or performance of services in the Ordinary Course of Business, have been adequately reserved in the Financial Statements in accordance with the Accounting Principles and are collectible in full at the recorded amounts thereof, within ninety (90) days after the day on which it first becomes due and payable, free of any defenses, setoffs or counterclaims (and without resort to commencement of any Action or assignment to a collection agency), in the Ordinary Course of Business, net of such reserves. Part 6.06(d) of the Disclosure Schedule contains a complete and accurate list of all such accounts receivable generated after December 31, 2012, which list set forth the aging of such accounts receivable.

6.07Absence of Certain Changes. (a) Except as set forth in Part 6.07 of the Disclosure Schedule or as expressly permitted by this Agreement or the Transaction Documents, since the Effective Time to the date of this Agreement, the Company has been operated only in the Ordinary Course of Business and neither the Seller nor the Company has suffered any Material Adverse Effect, and no condition or event, change or development has occurred which, individually or in the aggregate, may result in such a Material Adverse Effect and the Seller has not, in respect of the Company, and the Company, has not, except as set forth in Part 6.07 of the Disclosure Schedule:

(i) (x) declared, set aside or paid any dividend or made any other actual, constructive or deemed distribution with respect to any of its shares of capital stock or quotas, or otherwise made any payments to its stockholders in their capacity as such, except for payments of dividends and interest on equity related to the period prior to the Effective Date or out of accumulated profits existing prior to the Effective Date, payable within ninety (90) days as from the date hereof, which payment shall be adjusted accordingly in the Final Effective Working Capital Statement, together with any taxes or expenses generated thereof; (y) redeemed, purchased or otherwise acquired any of its shares of capital stock, quotas or any other securities or any rights, warrants or option to acquire any such shares, quotas or other securities; (z) split, combined or reclassified any of its shares of capital stock or quotas, or issued or authorized the issuance of, or granted any registration rights with respect to, any shares of its capital stock, quotas or any other securities in respect of, in lieu of or in substitution for any of its shares of capital stock or quotas;

(ii) amended its Organizational Documents (except for the transfer of one (1) Quota from Pan Petroleum Holding BV to the Seller;

(iii) (w) granted to any officer or director any increase in compensation, severance or termination pay, (x) entered into any employment, severance or termination agreement with any such employee or executive officer or director,

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(y) increased or established any bonus, insurance, deferred compensation, pension, retirement, profit-sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards or the amendment of any existing stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, (z) suffered or received threats of any labor strike, dispute, slowdown or work stoppage; (iv) suffered any damage, destruction or other loss, whether or not covered by insurance in excess of the Reais Equivalent to Two Hundred Thousand Dollars ($200,000); (v) made any payment to an Affiliate of the Seller or the Company; (vi) revalued any of its material assets; (vii) licensed, sold, transferred, pledged, modified, disclosed, disposed of or permitted to lapse any Intellectual Property rights; (viii) created or granted any Lien over any of its properties or assets to be subjected to any Liens other than Permitted Liens; (ix) discharged or satisfied any Lien on any of its Assets or paid any other Liability, except for liabilities in the Ordinary Course of Business consistent with past practice; (x) incurred, assumed, created or guaranteed, directly or indirectly, any Liability; (xi) sold, transferred or leased any material Assets, except for sales in the Ordinary Course of Business consistent with past practice; (xii) made any change in accounting methods, policies, practices or principles unless required by Law or applicable Accounting Principles;

(iv) except as required by any Participation Agreement or pursuant to the Budget, made any capital expenditure or series of capital expenditures; (xvi) entered into any (A) purchase contracts in excess of its normal operating inventories or at prices above customary prices or (B) sales contracts at prices below customary prices; (xvii) agreed, whether in writing or otherwise, to take any action of a type described in this Section.

6.08Oil and Gas Properties. (a) Each Participation Agreement governing the Working Interest and the Working Interest thereunder are valid and enforceable.

(b)No other party to any Participation Agreement is entitled to any adjustments of past accounts at the expense of the Company.

(c)From the Effective Time to the date of this Agreement, the Company has not proposed nor conducted for its own account any operation the reasonably projected cost of which as of the date of this Agreement (net to the Company’s Working Interest and without consideration of any cost overruns after the date of this Agreement) with respect to such operation. For purposes of this Section, the term “operation” shall mean all work which in the oil and gas industry would customarily be included in a single authority for expenditure (e.g., the drillsite preparation for a well and the drilling, completing and equipping of

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such well for production (and plugging and abandonment thereof if a dry hole) shall be considered a single operation, but any deepening, recompletion or reworking of such well (or subsequent plugging and abandonment thereof if not a dry hole) shall each be a separate operation and the construction of any gathering, transportation or processing facilities shall each be a separate operation).

(d)From the Effective Time to the date of this Agreement, the Company has not agreed to participate in any reworking, deepening, drilling, completion, recompletion, equipping or other operation that has been proposed by the Working Interest Operator or by any other party to the relevant Participation Agreement, to the extent that the reasonably projected cost of such operation as of the date of this Agreement (net to the Company’s Working Interest and without consideration of any cost overruns after the date of this Agreement) with respect to such operation, except as provided in the Budget or as required by the Participation Agreements.

(e)The Company has good and marketable title to and is possessed of its Working Interest and all other oil and gas properties and has good and marketable title to all of its personal property including all Participation Agreements, free of any Liens except Permitted Liens and for the Liens created by the Bond Agreements that do not, in the aggregate, have a Material Adverse Effect. All proceeds from the sale of the Company’ share of the hydrocarbons being produced from its oil and gas properties are currently being paid in full to the Company by the purchasers thereof and none of such proceeds are currently being held in suspense by such purchaser or any other party.

(f)The Seller has delivered to the Buyer a copy of the reserve report (“Reserve Report”) dated as of April 15, 2013, prepared by Gaffney, Cline & Associates (“Reserve Engineers”) relating to the oil and gas reserves of the Company. The factual information underlying the estimates of the reserves of the Company, to the extent supplied by the Seller to the Reserve Engineers for the purpose of preparing the Reserve Report, was true and correct in all material respects on the date of such Reserve Report; the estimates of future capital expenditures and other future exploration and development costs supplied by the Seller to the Reserve Engineers were prepared in good faith and with a reasonable basis; to Seller’s Knowledge each of the Reserve Engineers were, as of the date of any Reserve Report prepared by it, and are, as of the date hereof, independent petroleum engineers with respect to the Company; other than normal production of the reserves and intervening oil and gas price fluctuations, the Seller is not on the date hereof and on the date of

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Closing will not be, aware of any facts or circumstances that would result in a materially adverse change in the reserves in the aggregate, or the aggregate present value of future net cash flows therefrom, as described in the Reserve Reports.

6.09Litigation. Except as set forth in Part 6.09 of the Disclosure Schedule, (i) there is no Order in effect to which the Seller, the Company or any Affiliate or Representative thereof is a party and which relates to or affects the Company, the Business, the Quotas, the Working Interest or the Transaction and (ii) neither the Company nor any Affiliate or Representative thereof is a party to, or engaged in, or, to Seller’s Knowledge, threatened with any Action which relates to or affects the Company, the Business, the Quotas, the Working Interest or the Transaction, and no event has occurred or condition exists which would form the basis of an Action described in this Section. None of the Actions disclosed or required to be disclosed in Part 6.09 of the Disclosure Schedule, if adversely determined will have a Material Adverse Effect on the Company.

6.10Compliance with Laws. (a) Part 6.10 of the Disclosure Schedule contains a complete and accurate list for the Company of all material Permits that are held by the Company or that otherwise relate to the Business or to any of the assets owned or used by the Company. The Permits listed in Part 6.10 of the Disclosure Schedule constitute all of the material Permits necessary to permit the Company lawfully to conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets. The Company is in material compliance with all of the terms and requirements of each Permit identified or required to be identified in Part 6.10 of the Disclosure Schedule. Except as set forth in Part 6.10 of the Disclosure Schedule the Company is, and has been, in material compliance with all Laws and Orders applicable to it or to the conduct or operation of the Business or the ownership or use of any of its Assets. No investigation or review by any Governmental Entity with respect to the Company is pending or, to Seller’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review.

6.11Environmental Matters. (a) The conduct of the Business is, and at all times has been, in material compliance with, and has not been and is not in violation of or liable under, any Environmental Law, including in connection with the acquisition, storage, handling, transportation, processing, use, disposal or recycling of any goods or materials, whether as raw materials, work-in-process, finished goods or otherwise; (b) all Environmental Consents required for the operation of the Business have been obtained and are being complied with in all material respects and are in full force and effect; (c) there are no material Claims or proceedings pending affecting the Company, and/or the Business with respect to any breach of Environmental Laws; and (d) there have been no written statutory complaints or statutory notices as regards to the Company and/or to the Working Interest Operator, the Business alleging or specifying any material breach of or material liability under any Environmental Laws.

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6.12Taxes. (a) All federal, state, local and foreign tax returns required to be filed by or on behalf of the Company or any consolidated, combined, affiliated or unitary group of which the Company is or has ever been a member have been timely filed or requests for extensions have been timely filed and any such extensions have been granted and have not expired. Each such tax return was true, complete and correct. All Taxes with respect to taxable periods covered by such tax returns and all other material Taxes for which the Company is otherwise liable that are due have been paid in full (except for Taxes that are being contested in good faith) and to the extent the Liabilities for such Taxes are not due, adequate reserves have been established, to the extent required by the Accounting Principles.

(b)All Taxes due with respect to any completed and settled audit, examination or deficiency litigation with any taxing authority for which the Company is or might otherwise be liable have been paid in full (except for Taxes that are being contested in good faith). There is no audit, examination, deficiency or refund Action pending with respect to any Taxes and no taxing authority has given written notice of the commencement of any audit, examination or deficiency litigation with respect to any Taxes.

(c)No Liens for Taxes exist with respect to any of the Assets of the Company except for Permitted Liens.

(d)There is no tax sharing agreement that will require any payment by the Company after the date of this Agreement.

6.13Employee Benefit and Labor Matters.

(a)Neither the Seller in respect of the Company nor the Company is a party to any contract regarding collective bargaining or other contract with any labor union or association representing any employee employed by the Company or otherwise engaged in the Business, nor does any labor union or collective bargaining agent represent any employee employed by the Company or otherwise engaged in the Business. No contract regarding collective bargaining has been requested by, or is under discussion between management of the Company (or any management group or association of which the Seller or the Company is a member or otherwise a participant) and, any group of employees employed by the Company or otherwise engaged in the Business, nor are there, to Seller’s Knowledge, any representation proceedings or petitions seeking a representation proceeding presently pending against the Seller in respect of the Company nor the Company with the relevant Governmental Entity or any other labor relations tribunal, nor are there, to Seller’s Knowledge, any other current activities to organize any employees of the Company into a collective bargaining unit. There is no

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unfair labor practice charge or complaint pending or threatened. During the past three (3) years, there has been no labor strike, slow-down, work stoppage, arbitration, grievances or other work-related dispute involving the Company or otherwise related to the Business, and no such dispute is now pending or, to Seller’s Knowledge, threatened against the Company. Except as set forth on Part 6.13(a) of the Disclosure Schedule, within the three (3)-year period preceding the Closing Date, there has not been any termination of employment of any officer or of any other employee of the Company receiving a salary in excess of the Reais Equivalent to Two Hundred Thousand Dollars ($200,000) per annum.

(b)Part 6.13(b) of the Disclosure Schedule sets forth a true, accurate and complete list of each pension, retirement, savings, profit sharing, deferred compensation, medical, vision, dental and other health plan, disability, accident and life insurance plan, bonus, stock option, stock purchase, incentive and special compensation and other plan and each other employee benefit plan, program, and contract (whether written or oral) which is related to the Business and to which the Seller, the Company or any of their respective Affiliates contributes or is required to contribute, or which the Seller, the Company or any of their respective Affiliates, sponsors, maintains or administers or which is otherwise applicable to employees or categories of employees of the Company (hereinafter referred to collectively as the “Plans”). True and complete copies of the following documents relating to such Plans have previously been delivered or made available to the Buyer: (A) all Plans and related trust documents, and amendments thereto; and (B) written descriptions of all material non-written agreements relating to Plans.

(c)Neither the Seller (with respect to the Company), the Company or any of their respective Affiliates has withdrawn in a complete or partial withdrawal from any multiemployer plan prior to the Closing Date, nor has any of them incurred any Liability due to the termination or reorganization of a “multiemployer plan”.

(d)Each Plan that is an employee welfare benefit plan may be amended or terminated at any time without Liability to the Seller, the Company nor any of their respective Affiliates.

(e)Except as set forth on Part 6.13(e) of the Disclosure Schedule, none of the Seller, neither the Company nor any of their respective Affiliates has any obligation to provide post-retirement health benefits to employees of the Company.

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(f)Part 6.13(f) of the Disclosure Schedule sets forth a true, accurate and complete list of each employment, consulting, termination, retention and severance contract. All such contracts are valid and enforceable, and neither the Company nor any employee is in default in any material respect under any thereof. Except as set forth on Part 6.13(f) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement or the Transaction Documents nor the consummation of the Transaction will result in any obligation of the Company to pay any employees of the Company severance pay, or termination, retention or other benefits.

6.14Other Compensation Arrangements. Except as set forth on Part 6.14 of the Disclosure Schedule, the Company is not a party to any (i) consulting contract not terminable on not more than 90 Business Days’ notice or involving the payment of more than the Reais Equivalent to Two Hundred Thousand Dollars ($200,000) per annum, (ii) contract with any executive officer or other key employee of the Company (x) the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of the nature contemplated by this Agreement and the other Transaction Documents or (y) providing any term of employment or compensation guarantee extending for a period longer than two (2) years or the payment of more than the Reais Equivalent to Two Hundred Thousand Dollars ($200,000)per annum or (iii) contract or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the Transaction or the value of any of the benefits of which will be calculated on the basis of the Transaction.

6.15Real Property Owned or Leased; Title to Assets. (a) Part 6.15(a) of the Disclosure Schedule contains in all material respects a complete and accurate list of all real property owned by the Company (the “Owned Property”) and all real property leased, subleased, occupied or used by any of the Company (the “Leased Property”) in each case other than any real property owned, leased, subleased or otherwise occupied pursuant to any Participation Agreement (such Owned Property and Leased Property, collectively, the “Real Property”), indicating in each case, the ownership, street address and use of each such property (and the prior uses to the extent known to the Seller and the Company).

(b)Except as set forth in Part 6.15(b) of the Disclosure Schedule, the Company has good and marketable title to all of the Real Property, free and clear of all Liens other than Permitted Liens.

(c)All Facilities are wholly within the boundaries of the Real Property and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person, except as provided in the Participation Agreements with respect to the rights of the other Party thereto.

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(d)To the Seller’s Knowledge, all improvements on the Real Property constructed by or on behalf of the Company or constructed by or on behalf of any other Person were constructed in compliance with all applicable Laws (including, any building, planning or zoning Laws) affecting such Real Property.

6.16Material Contracts. (a) Part 6.16(a) of the Disclosure Schedule identifies all of the Participation Agreements to which the Company is a party, and all of the following types of agreements, understandings, contracts, obligations or promises, (whether written or oral and whether express or implied) to which the Company is a party or by which any of its properties or assets is bound or affected, except for those executed directly by the Working Interest Operator in the name or on behalf of the parties to the consortium related to the BCAM-40 Block in accordance with the provisions of the Participation Agreements:

(i)governing (x) transportation, processing, refining, or other use of oil, natural gas or other hydrocarbons, (y) imbalances with respect to the production, transportation, processing or refining or other use of oil, natural gas or other hydrocarbons, or (z) calls or purchase options on oil, natural gas or other hydrocarbons;

(ii)pursuant to which the Company is the lessee of, or holds or uses, or is the lessor of, or makes available for use, (A) any Real Property or (B) any machinery, equipment, vehicle or other tangible personal property, which has an aggregate annual future liability or receivable, as the case may be, in excess of the Reais Equivalent to Two Hundred Thousand Dollars ($200,000);

(iii)which are continuing or are in related groups for the purchase or sale by or from the Company of inventory, materials, equipment, supplies or services (including any obligation to “take or pay” for such purchases or sales) which (A) call for an aggregate consideration of more than the Reais Equivalent to Two Hundred Thousand Dollars ($200,000) during the twelve month period ended on the Effective Date or more than the Reais Equivalent to Two Hundred Thousand Dollars ($200,000) over the remaining term of such contract or group of related contracts, or (B) is not immediately terminable without cost or other liability at the Closing or anytime thereafter;

(iv)relating in whole or in part to Intellectual Property (including any option, license or other contract under which the Company is licensee or licenser of any Intellectual Property and contracts with current or former employees, consultants or contractors regarding the appropriation or nondisclosure of any Intellectual Property);

(v)relating to indebtedness of the Company, including any note, bond, debenture, instrument or other evidence of indebtedness under which the

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Company has borrowed any money from, or loaned any money to, any Person (other than another Company);

(vi)providing for or containing any mortgage, pledge, security agreement, deed of trust, financing lease or similar instrument granting an Lien upon any Real Property or personal property owned or used by the Company;

(vii)under which (A) any Person (including another Company) has directly or indirectly guaranteed indebtedness or other Liabilities of the Company, (B) the Company has directly or indirectly guaranteed indebtedness or other Liabilities of any Person or (C) the Company has any obligations relating to the financial condition of any other Person, in each case, other than endorsements for the purpose of collection in the Ordinary Course of Business;

(viii)(A) for the management, operation or control by or of any Person (or any division, material assets, operating unit or product line thereof), (B) under which the Company has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than another Company) or (C) which involves a sharing of profits, losses, costs or Liabilities by the Company with any other Person, including, stockholder, joint venture, strategic alliance, joint marketing, research and development, and any other similar contracts, excluding the Participation Agreements;

(ix)providing for indemnification to or from any Person with respect to Liabilities exceeding the Reais Equivalent to Two Hundred Thousand Dollars ($200,000) per year relating to any current or former business of the Company or any predecessor Person;

(x)between or among the Seller, the Company and any of their respective Affiliates;

(xi)with any broker, distributor, dealer, advertising agency, manufacturer’s representative or similar contract relating to the payment of a commission;

(xii)containing confidentiality or non-disclosure obligations to or from the Company;

(xiii)for the purchase or sale (through the acquisition of shares, assets or by merger, reorganization, or otherwise) of any business, corporation, partnership, joint venture, association or other business organization or any division, material assets, operating unit or product line thereof;

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(xiv)which limits or purports to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area;

(xv)with any Governmental Entity;

(xvi)containing any restrictions with respect to payment of dividends or any other distributions in respect of the capital stock of the Company;

(xvii)providing for a power of attorney to or from any Person; and

(xviii)which is otherwise material and is not described in any of the categories specified in this Section.

Each item set forth or required to be set forth on Part 6.16 of the Disclosure Schedule (including those agreements, understandings, contracts, obligations or promises that meet any of the requirements of items (i) to (xviii) above and were executed directly by the Working Interest Operator in the name or on behalf of the parties to the consortium related to the BCAM-40 Block in accordance with the provisions of the Participation Agreement) is referred to herein as a “Material Contract.”

(b)Each Material Contract was entered into by the Company (or by the Working Interest Operator in the name or on behalf of the Company as a member of the consortium related to the BCAM40 Block) in the Ordinary Course of Business, is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms. The Company (or the Working Interest Operator, if acting in the name or on behalf of the Company as a member of the consortium related to the BCAM40 Block) has performed the obligations required to be performed by it to date and is not (with or without the lapse of time or the giving of notice, or both) in material breach or default or alleged to be in material breach or default under any Material Contract and to the Seller’s Knowledge the other Party thereto has complied in all material respects thereunder. No event has occurred or circumstance exists that (with or without lapse of time or the giving of notice) may contravene, conflict with or result in a material violation or breach of or give the Company or other Person the right to declare a default or exercise any remedy under or to accelerate the maturity of or to cancel, terminate or modify, any Material Contract. To Seller’s Knowledge there are no re-negotiations of, or requests to re-negotiate any Material Contract with any Person. The Seller has previously delivered to the Buyer, true and complete copies of all Material Contracts, except for those agreements, understandings, contracts, obligations or promises executed directly by the Working Interest Operator in the name or on behalf of the parties to

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the consortium related to the BCAM-40 Block in accordance with the provisions of the Participation Agreement.

(c)Except as set forth on Part 6.16(c) of the Disclosure Schedule, (A) there are no change of control, preemption rights or similar provision or any obligations arising under any contract, which are created, accelerated or triggered by the execution, delivery or performance of this Agreement or the Transaction Documents or the consummation of the Transaction and (B) the Transaction will not constitute a “change of control” under, require the Consent from or the giving of notice to any Person, permit of any Person to terminate or accelerate vesting, grant any repayment or repurchase rights to any Person, or create any other detriment under the terms, conditions or provisions of any contract.

6.17Insurance. (a) Part 6.17(a) of the Disclosure Schedule contains a true and complete list of all policies to which the Company is a party or which provides coverage to or for the benefit of or with respect to the Company or any director or employee of the Company (the “Insurance Policies”) within the three (3) years preceding the date of this Agreement. The Seller has previously delivered to the Buyer, true and complete copies of all Insurance Policies.

(b)The Insurance Policies: (i) are in full force and effect and will not lapse or terminate by reason of the execution, delivery or performance of this Agreement or consummation of the Transaction and (ii) are sufficient for compliance with all requirements of applicable Laws. The Company is current in all premiums or other payments due thereunder and has otherwise performed all of its material obligations under each Insurance Policy. The Company has given timely notice to the insurer of all claims that may be insured thereby. No Insurance Policy provides for any retrospective premium adjustment or other experience-based liability on the part of the Company.

(c)Neither the Seller nor the Company has received (i) any refusal of coverage or any notice that a defense will be afforded with reservation of rights or (ii) any notice of cancellation or any other indication that any Insurance Policy is no longer in full force or effect or will not be renewed or that the issuer of any policy is not willing or able to perform its obligations thereunder.

6.18Intellectual Property. (a) Part 6.18 of the Disclosure Schedule contains a true and complete list of all material Intellectual Property. The Intellectual Property disclosed or required to be disclosed in Part 6.18 of the Disclosure Schedule are all those necessary for the operation of the Business as it is currently conducted. The Company is the owner of all right, title, and interest in and to the Intellectual Property, free and clear of all Liens.

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(b)All of the Intellectual Property is currently in compliance by the Company with Law (including payment of filing, examination, and maintenance fees and proofs of working or use), the rights of the Company thereunder are valid and enforceable, and is not subject to any maintenance fees or Taxes or actions falling due within ninety days after the Closing Date.

(c)To Seller’s Knowledge no Intellectual Property has been or is now involved in any interference, reissue, reexamination, or opposition proceeding.

(d)No Intellectual Property is infringed by the Company or has been challenged or to the Seller’s Knowledge threatened in any way with respect to the Company’s rights and use of such Intellectual Property. None of the products manufactured and sold, nor any process or know-how used, by the Company infringes or is alleged to infringe any intellectual property rights or other proprietary right of any other Person.

(e)The documentation relating to each Trade Secret previously delivered to the Buyer is current, accurate, and sufficient in detail and content to identify and explain such Trade Secret and to allow its full and proper use without reliance on the knowledge or memory of any Person.

(f)The Seller and the Company have taken all reasonable precautions to protect the secrecy, confidentiality, and value of their Intellectual Property that is owned or used by the Company.

6.19Bank Accounts; Powers of Attorney. Part 6.19 of the Disclosure Schedule is a true and complete list of: (a) the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company maintains accounts of any nature and the location of all lockboxes and safe deposit boxes of the Company, (b) the names of all Persons authorized to draw thereon or make withdrawals therefrom or have access thereto and (c) the names of all Persons holding general or special powers of attorney from the Company.

6.20Disclosure. (a) No representation or warranty of the Seller in this Agreement and no statement contained in any Transaction Document contains any untrue statement or omits to state a material fact necessary to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading.

(b)No notice given pursuant to Section 8.06 will contain any untrue statement or omit to state a material fact necessary to make the

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statements made therein, in light of the circumstances under which they were made, not misleading.

6.21Transactions With Affiliates. (a) Except as set forth in the notes to the Financial Statements, during the past three (3) years neither the Seller nor any of its Affiliates (other than the Company) (a) has had any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to the Business or (b) has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with the Company (other than business dealings or transactions conducted in the Ordinary Course of Business with the Company at substantially prevailing market prices and on substantially prevailing market terms), or (ii) engaged in competition with the Company with respect to any line of the products or services of the Company in any market presently served by the Company (except for ownership of less than one percent (1%) of the outstanding capital stock of any corporation that is publicly traded on any recognized exchange or in the over-the-counter market).

(b)Except as set forth in Part 6.21(b) of the Disclosure Schedule, neither the Seller, nor any of its Affiliates, provides any services to the Company.

(c)Except as set forth in Part 6.21(b) of the Disclosure Schedule or as set forth in the Financial Statements, since December 31, 2012, the Company has not made any payment to any Affiliate.

6.22Brokers or Finders. Neither the Seller nor the Company, nor any of their respective Representatives has incurred any liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the negotiation, preparation, delivery or execution of this Agreement or the consummation of the Transaction, nor is there any basis for any such fee, commission or similar payment to be claimed by any Person.

6.23Pre-Payment Arrangements. Except for circumstances under which the Company has or is entitled to receive payment therefor after the Effective Time, the Company is not obligated by virtue of a prepayment arrangement, “take or pay” arrangement, production payment, or other similar arrangement, to deliver or to suffer the delivery of oil, gas, or other minerals produced under any contract after the Effective Time (or make a cash payment in lieu thereof) without then or thereafter receiving full payment therefor without deduction or credit on account of such arrangement from the price that would otherwise be received.

6.24Compliance with Anti-Bribery and Anti-Corruption Laws. Neither the Seller in respect of the Company, nor the Company, nor any Person acting on any of their behalf, has (i) made, requested or demanded any bribes, kickbacks or other payments, directly or indirectly, to or from any Person or any Representative thereof, to obtain favorable treatment in securing business or otherwise to obtain special concessions for the Company; (ii) 

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made any bribes, kickbacks or other payments, directly or indirectly, to or for the benefit of any Governmental Entity or political party or any official, employee or agent thereof, for the purpose of affecting his or her action or the action of the Governmental Entity or political party that he or she represents to obtain favorable treatment in securing business or to obtain special concessions for the Company; (iii) made any unlawful political contributions on behalf of the Company; or (iv) otherwise used corporate funds of the Company for any illegal purpose, including without limitation, any violation of the Foreign Corrupt Practices Act of the United States, the Inter-American Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Bribery Act 2010.

6.25Conduct of Business. To Seller’s Knowledge, since the Effective Date the Business has been operated only in the Ordinary Course of Business and pursuant to good oilfield practices.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer makes the representations and warranties set out in this Article on the date of this Agreement.

7.01Organization. The Buyer is a corporation, duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all full power and authority to conduct its business in the manner in which it is presently being conducted, except where the failure to be so organized and existing or to have such power or authority would not jeopardize the consummation of the Transaction and obligations thereof by the Buyer or the performance of all its obligations set forth in the Transaction Documents.

7.02Due Authorization; Enforceability. The Buyer has all requisite corporate power and authority to execute, deliver and perform this Agreement and the other Transaction Documents and to consummate the Transaction. The execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the Transaction by the Buyer have been duly authorized by all necessary or appropriate corporate action and no other corporate proceedings are necessary to authorize this Agreement or the other Transaction Documents or to consummate the Transaction. This Agreement and those other Transaction Documents executed or delivered on or prior to the date of this Agreement constitute, and prior to the Closing, the remaining Transaction Documents required to be executed after the date of this Agreement will constitute when executed, the valid and legally binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms except as enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and (ii) Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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7.03No Violation. Neither the execution, delivery or performance of this Agreement by the Buyer nor the consummation of the Transaction will, with or without the giving of notice or lapse of time or both (i) violate, conflict with or result in any breach of any provision of the Organizational Documents of the Buyer; (ii) require any Permit or Consent of any Governmental Entity or violate, conflict with or constitute a default under any of the terms or requirements of any Permit that is held by the Buyer; (iii) result in a violation or breach of, or constitute a default (or give rise to any right of termination, amendment, cancellation or acceleration) under any contract of the Buyer or to any other obligation of the Buyer; (iv) violate, conflict with or result in any breach of any Order or Law applicable to the Buyer, except, in the cases of subparagraphs (ii) and (iii) for such violations, breaches and defaults which do not, individually or in the aggregate, prevent the consummation of the Transaction by the Buyer.

7.04Brokers or Finders. Neither the Buyer nor any of its Representatives has incurred any Liability for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the negotiation, preparation, delivery or execution of this Agreement or the consummation of the Transaction, nor is there any basis, to the knowledge of the Buyer, for any such fee, commission or similar payment to be claimed by any Person, except for the engagement of J.P. Morgan Securities LLC as its financial advisor on the Transaction.

7.05Sufficient Funding. The Buyer has, or will have at Closing, sufficient cash, available lines of credit, or other sources of immediately available funds (in United States dollars) to enable it to pay the Purchase Price to the Seller.

7.06Compliance with Anti-Bribery and Anti-Corruption Laws. Neither the Buyer nor any Person acting on its behalf, has (i) made, requested or demanded any bribes, kickbacks or other payments, directly or indirectly, to or from any Person or any Representative thereof, to obtain favorable treatment in connection with the Transaction; (ii) made any bribes, kickbacks or other payments, directly or indirectly, to or for the benefit of any Governmental Entity or political party or any official, employee or agent thereof, for the purpose of affecting his or her action or the action of the Governmental Entity or political party that he or she represents to obtain favorable treatment in connection with the Transaction; (iii) made any unlawful political contributions; or (iv) otherwise used funds for any illegal purpose, including without limitation, any violation of the Foreign Corrupt Practices Act of the United States, the Inter-American Convention Against Corruption, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the Bribery Act 2010.

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ARTICLE VIII

COVENANTS OF SELLER

8.01Access. The Seller hereby agrees that from the date of this Agreement until the Closing Date, the Seller will (i) provide, or cause to be provided, to the Buyer and its Representatives, reasonable access, during regular business hours to the offices, properties, Books and Records and Representatives of the Company, (ii) furnish to the Buyer and its Representatives, such financial and operating data as such persons reasonably request, including auditors’ workpapers and (iii) instruct the Seller’s and the Company’s Representatives to cooperate with the Buyer in its investigation of the properties of the Company and of their financial and legal condition, including, but not limited to, in relation to preparation of any disclosure documents of the Buyer; provided, that no investigation pursuant to this Section will affect, or limit liability for, any representation or warranty of the Seller or the Company contained in this Agreement or in any Transaction Document.

8.02Conduct of Business. Except as otherwise agreed to by the Buyer, or as otherwise expressly permitted by this Agreement, from the date of this Agreement until the Closing, the Seller will, with respect to the Company, and will procure that the Company will, conduct the Business only in the Ordinary Course of Business and pursuant to good oilfield practices, and (i) inform the Buyer of any material decision pertaining to the Business and its Assets, except for those already reflected (and as reflected) in the Budget and consult with the Buyer if there are any changes in the work program and budget under any Participation Agreement with respect to the Working Interest, and (ii) use its best efforts to (A) preserve intact its current business organizations, (B) keep available the services of its current officers and employees, (C) preserve its relationships with customers, suppliers, licensers, licensees, advertisers, distributors and others having business dealings with it, and (D) preserve goodwill, (iii) confer with the Buyer and its Representative on a regular basis concerning material operational matters; and (iv) report to the Buyer as and when requested, concerning the status of the Business, operations and finances of the Company. Without limiting the generality of the foregoing, and except as (x) otherwise expressly provided in this Agreement, (y) required by Law, or (z) set forth on Part 8.02 of the Disclosure Schedule, the Seller will not, with respect to the Company, and will procure that the Company shall not, without the written consent of the Buyer:

(a)(x) declare, set aside or pay any dividends on, or make any other actual, constructive or deemed distributions in respect of, any of its shares of capital stock or quotas, or otherwise make any payments to its stockholders or quota holders in their capacity as such, other than reduction of the Company’s corporate capital, payment of dividends or interest on equity declared prior to the Effective Date or out of accumulated profits accrued until and including the Effective Date, payable within one hundred and twenty (120) days as from the date hereof (which payments shall be adjusted accordingly in the Final Effective Working Capital Statement, together with any taxes or expenses generated) or otherwise change the Company’s dividend policy, (y) split, combine or reclassify any of its shares of capital stock or quotas, or issue or authorize the issuance of any shares of its capital

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stock, quotas or any other securities in respect of, in lieu of or in substitution for shares of its capital stock or quotas or (z) purchase, redeem or otherwise acquire any shares of capital stock or quotas of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares, quotas or other securities;

(b)issue, deliver, sell, pledge, dispose of or otherwise subject to any Lien any shares of its capital stock or quotas, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, quotas, voting securities or convertible securities or equity equivalent;

(c)amend its Organizational Documents, except for the transfer of 1 (one) Quota held by PAN-PETROLEUM to the Seller or any of its Affiliates;

(d)acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other Person or otherwise acquire or agree to acquire any assets that in the aggregate have a value in excess of 1% of the Company’s assets;

(e)sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any of its Assets that in the aggregate have an excess of 1% of its total assets;

(f)amend or otherwise modify, or terminate, any Material Contract except for the execution of the Amendment to the Gas Supply Agreement and as set forth in Part 8.02(f) of the Disclosure Schedule;

(g)incur any additional indebtedness (including any indebtedness evidenced by notes, debentures, bonds, leases or other similar instruments or secured by any Lien on any property, conditional sale obligations, obligations under any title retention agreement, and obligations under letters of credit or similar credit transactions) in a single transaction or a group of related transactions, enter into a guaranty, or engage in any other financing arrangements having a value in excess of 1% of the Company’s total Assets, or make any loans, advances or capital contributions to, or investments in, any other Person;

(h)alter through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure or ownership;

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(i)except as may be required as a result of a change in Law or the Accounting Principles (in which case, such change has to be promptly notified to the Buyer), change any of the accounting principles or practices used by it;

(j)except as may be required pursuant to Law or Accounting Principles (in which case, such requirement has to be promptly notified to the Buyer), revalue any of its Assets, including, without limitation, writing down the value of its inventory or writing off notes or accounts receivable other than in the Ordinary Course of Business;

(k)except in the Ordinary Course of Business, make any tax election, change any annual tax accounting period, amend any tax return, surrender any right to claim a tax refund or fail to make the payments or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment;

(l)pay, discharge or satisfy any Liabilities other than the payment, discharge or satisfaction in the Ordinary Course of Business of Liabilities reflected or reserved against in, or contemplated by, the Financial Statements (or the notes thereto) or incurred in the Ordinary Course of Business;

(m)Except as set forth in Part 8.02(m) of the Disclosure Schedule, enhance in any manner the compensation or benefits of any of its directors, officers and other key employees or any of their respective Affiliates, or pay any pension or retirement allowance not required by any existing Plan or Material Contract to any such employees;

(n)approve any annual operating budgets for the Company, except for budgets and amendments thereto that are necessary to comply with the obligations under the Participation Agreements;

(o)enter into any transaction with any Affiliate of the Seller or of the Company;

(p)pursuant to, or within the meaning of, any bankruptcy Law, (i) commence a voluntary case, (ii) consent to the entry of an order for relief against it in an involuntary case, (iii) consent to the appointment of a custodian of it or for all or substantially all of its property or (iv) make a general assignment for the benefit of its creditors;

(q)purchase any real property or enter into any lease of real property;

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(r)enter into any development contract, option relating to new development or any other obligation relating to new development which in the aggregate would have a cost in excess of 1% of its assets, except for contracts approved by the parties to the Participation Agreements or that are required to comply with the provision thereof (in which case has to be promptly notified to the Buyer);

(s)enter into any agreement of surety, guarantee or indemnification by the Company, other than indemnities pursuant to Material Contracts, oil field service contracts, maintenance service contracts and consulting contracts;

(t)refrain from making payment or payments to economically related Persons or Affiliates, unless it does not deviate materially from the customary payments being made to such Persons or Affiliates under the existing agreements, which customary payments are outlined in Part 8.02(t) of the Disclosure Schedule;

(u)otherwise take any of the actions enumerated in Section 6.07 of this Agreement; or

(v)take, or agree in writing or otherwise to take, any of the foregoing actions.

Upon the knowledge of the Seller or the Company of any event, change or development which has or could reasonably be expected to have a Material Adverse Effect on the Company, any material Action or material complaint investigation or hearing by any Governmental Entity (or communications indicating that the same may be contemplated), or the breach of any representation or warranty contained herein, the Seller will promptly notify the Buyer.

For purposes of this Section, the Buyer shall grant its consent (which shall not be unreasonably withheld, conditioned or delayed), or notify the Seller of its decision not to grant its consent, in writing no later than the earlier of (i) two (2) Business Days following the Seller’s request therefor, and (ii) the date that is one (1) Business Day prior to the Seller’s or the Company’s deadline for making the subject determination or taking the subject action. If Buyer has not provided its written response to Seller within the required time, Buyer shall be deemed to have granted its consent.

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8.03Oil and Gas Contracts and Agreements. From the date of this Agreement until the Closing, the Seller will not with respect to the Company, and will cause the Company not to:

(a)(i) encumber its Working Interest or (ii) grant or create any preference right or transfer requirement with respect to the Working Interest;

(b)enter into any oil, gas or other hydrocarbon sales, exchange, processing or transportation contract with respect to the Assets having a term in excess of one (1) year which is not terminable without penalty on notice of ninety (90) days or less except for Amendment to the Gas Supply Agreement.

8.04Qualifications on Conduct.

(a)Non-Operator. Without limitation of the provisions of Section 8.02 and 8.03, the Seller shall procure that the Company shall (i) exercise its Influence such that operations with respect to the Assets are carried out in accordance with the applicable Participation Agreement and any approved work program and budget in the ordinary and usual course and in a manner consistent with past practices and in compliance with all applicable Laws, Consents and Permits; (ii) provide the Buyer with copies of any reports and notices issued by the Working Interest Operator or any other co-owner under the Participation Agreement and relating to material events, material developments or material expenses with respect to the Assets; (iii) advise the Buyer of any claim, legal proceedings or arbitration of which written notice has been received by the Company relating to the Assets; (iv) use its Influence to maintain the validity and full effectiveness of the applicable Participation Agreement, and all applicable Consents, and Permits with respect to the Assets and shall not, absent the Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, sell, trade, surrender, relinquish, assign, amend, waive material rights or create any Liens (except for Permitted Liens) over the Assets or any part thereof, or commit to do the same; (v) absent the Buyer’s prior written consent otherwise, which consent shall not be unreasonably withheld, conditioned or delayed, exercise its Influence to not materially amend the terms of any work program and budget; (vi) permit Buyer to observe meetings concerning the Assets where business of a material nature is being transacted, provided that (w) co-owners of the Asset must permit such attendance, (x) such attendance must not result in any delay or postponement of any meeting if the observer is unavailable, (y) the Buyer shall not have any voting rights at any such meetings, and (z) such attendance shall be for the sole purpose of observing managerial,

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accounting, finance or operational activities for the purposes of ensuring an orderly hand-over of the Business; (vii) absent the Buyer’s prior written consent otherwise, which consent shall not be unreasonably withheld, conditioned or delayed, exercise its Influence to not terminate (unless the term thereof expires pursuant to the provisions existing therein) or materially amend the terms of any Participation Agreement with respect to the Assets; and (ix) absent the Buyer’s prior written consent otherwise, which shall not be unreasonably withheld, conditioned or delayed, exercise its Influence to not terminate (unless the term thereof expires pursuant to the provisions existing therein) or materially amend the terms of any Material Contract with respect to the Assets; and (x) consult with Buyer regarding a new work program and budget under any Participation Agreement. For purposes of this Section, the term “Influence” means the use by the Seller and the Company of reasonable endeavours to achieve or procure to be achieved a particular result and to take or procure to be taken a particular action, including (A) notifying or requesting (if applicable) the parties to a Participation Agreement to take or refrain from taking such action, and (B) with respect to a covenant or agreement of the Seller or the Company relating to the Participation Agreement, exercising any voting, consent, approval or waiver rights available to the Seller or the Company in a manner consistent with the applicable covenant or agreement, provided that such Influence shall not be exercised in a manner that it represents or potentially represents a breach of any Order or applicable Law. The provisions of Section 8.02 in fine with respect to the timing for Buyer’s consent shall apply mutatis mutandis to this Section.

(b)Certain Operations. The Seller shall procure that should the Company not wish to participate in any reworking, deepening, drilling, completion, equipping or other operation on or with respect to any well or other operation with respect to the Working Interest which may otherwise be required by Sections 8.02 and 8.03, the Company shall give Buyer written notice thereof promptly after the Company receives notice of such proposed operation from the relevant Working Interest Operator. The Company shall not be obligated to elect to participate in any such operation in which the Company does not wish to participate unless the Company receives from Buyer, within a reasonable time prior to the date when such election is required to be made by the Company, (i) the written election and agreement of Buyer (1) to require the Company to take such action and (2) to pay all costs and expenses of the Company with respect to such operation and (ii) the funds necessary for such operation as contained in the applicable authorization for expenditure therefor or estimated by the Company. If

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Buyer advances any funds pursuant to this Section, Closing does not occur (other than as a result of default by Buyer), and such funds are not reimbursed to Buyer within ninety (90) days after the termination of this Agreement, Buyer shall be entitled, in addition to all amounts advanced by Buyer, to receive such amount with the fine and penalty interest provided for in Section 3.04 above; in each case, subject to and after deduction of any damages or other relief to which the Company may be entitled with respect to any breach by Buyer of this Agreement. If Buyer advances any funds pursuant to this Section and Closing does not occur as a result of lack of approvals from ANP as per Section 8.05(a), then within ninety (90) days after the termination of this Agreement Buyer shall be reimbursed by the Company of all costs and expenses advanced by Buyer to the Company with respect to the operation pursuant to this Section.

8.05Consents and Approvals. (a) Promptly after the date of this Agreement, the Seller will procure that (i) the Company will make all filings required by Law to be made by them in connection with the Transaction including request, with Buyer’s support, all approvals from ANP for the consummation of the Transaction (the “ANP Approval”) and the replacement by GHL (or an Affiliate thereof, as acceptable for ANP) of all guarantees issued by the Seller and its Affiliates in favor of ANP in connection with the Company or the Business, (ii) cooperate with the Buyer at Buyer’s costs and expenses with respect to all filings that the Buyer elects to make or is required by Law to make in connection with the Transaction, which are described in Part 8.05 of the Disclosure Schedule and (iii) obtain all Consents set forth on Parts 6.05 and 6.16 of the Disclosure Schedule.

8.06Notice of Certain Events. (a) From the date of this Agreement until the Closing Date, the Seller will promptly notify the Buyer and the Buyer will promptly notify the Seller in writing of (i) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the execution, delivery or performance of this Agreement or the consummation of the Transaction; (ii) any notice or other communication from any Government Entity in connection with the Transaction; (iii) any Actions or investigations relating to or involving or otherwise affecting the Company; (iv) any Order or notification relating to any material violation or claimed violation of Law involving or otherwise affecting the Company; (v) the existence or non-existence or occurrence or non-occurrence of any event, condition or circumstance the occurrence or non-occurrence of which does or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date; and (vi) any failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that no notice of the facts, conditions or circumstances referred to therein delivered pursuant to Sections 8.02 and 8.06 of this Agreement may be considered in determining the fulfillment of the conditions set forth in Section 9.01 of this Agreement or be effective to cure or correct any breach of a representation, warranty or covenant which would have existed by reason of the Seller’s or

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Buyer`s not giving such notice and will not limit or otherwise affect the remedies available to the Buyer or to the Seller, as the case may be.

8.07Payment of Indebtedness By Affiliates. Except as otherwise expressly provided in this Agreement, the Seller will procure that all indebtedness owed to the Company by either the Seller or any Affiliate of the Seller (other than the Company) or any of their respective officers, directors or employees shall be paid in full prior to Closing.

8.08Coordination. The Seller will, and will procure that the Company will permit the Buyer to designate and appoint such number of its staff or other representatives to work in the Company and to act as the point of contact for all matters related to the transactions contemplated by this Agreement, subject to such staff or other representatives compliance with the Seller’s or the Company’s health, safety, and other written workplace policies and procedures (including working hours and days), and at the Buyer’s own cost and expense. The Buyer shall promptly remove or replace any of its staff members or representatives reasonably requested by Seller or the Company.

8.09Non-Solicitation. For a period commencing on the Closing Date and ending on the second anniversary of the Closing Date, the Seller agrees that it and its Affiliates will not, directly or indirectly, for its own benefit or as agent for another, without the prior written consent of the Buyer, hire any officer, director or employee of the Company (only in respect to those who remain working for the Company after the Closing Date, if applicable), or persuade or solicit any such officer, director or employee of the Company to leave the employ of the Company or to become employed by any Person or entity other than the Company; provided, that, such covenants will not restrict the Seller and its Affiliates from (i) conducting a general solicitation of employment by means of newspaper, periodical or trade publication advertisements or similar methods of solicitations by search firms which are not specifically directed by the Seller or its Affiliates toward the officers, directors or employees described above; or (ii) soliciting the employment of individuals who have not been in the employ of the Company within the twelve months preceding the time of such solicitation.

8.10Intercompany Arrangements. Effective immediately prior to the Closing, all intercompany and intracompany accounts or contracts between the Company, on the one hand, and the Seller and its Affiliates (other than the Company), on the other hand, will be cancelled without any payment or further liability to any party.

8.11No-Shop. From the date of this Agreement until the earlier of the Closing Date or the date of termination of this Agreement pursuant to Section 12.01 hereof, neither the Seller nor any of its Representatives or Affiliates will, directly or indirectly (i) solicit, initiate or encourage the submission of inquiries, proposals or offers from any Person relating to the acquisition of (or any equity interest in) the Company or the Business or any part thereof (an “Acquisition Proposal”), (ii) enter into or participate in any discussions or negotiations regarding any Acquisition Proposal or (iii) otherwise cooperate with, or assist or

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participate in, facilitate or encourage, any effort or attempt by any Person to make an Acquisition Proposal or to effect a transaction inconsistent with the Transaction.

8.12Resignations. The Seller will deliver at the Closing the resignation of all of the directors of the Company, effective as of the Closing, except for such directors that the Buyer specifies in writing to the Seller prior to the Closing Date.

8.13Books and Records. On the Closing Date, the Seller will procure that all Books and Records belonging to the Company shall be in the possession of the Company and the Seller will make such Books and Records available to the directors and officers elected to succeed the resigned directors and officers of the Company.

8.14Employees. On the Closing Date, the Seller shall present to the Buyer evidence that the Company has no employees or third party contractors, whatsoever, and that final, complete and legal releases (satisfactory to the Buyer) have been executed, except for those employees designated as such by the Buyer and acknowledged in writing by the Seller on the date hereof, with all employees (other than those employees designated by the Buyer) and third party contractors.

8.15Contracts executed by Working Interest Operator. At Buyer’s request and to the extent permitted by the Participation Agreements, Seller shall cause the Company to request from the Working Interest Operator all Material Contracts executed directly by the Working Interest Operator in the name or on behalf of the consortium related to the BCAM-40 Block.

8.16Amendment to the Gas Supply Agreement. The Seller agrees to (a) keep the Buyer updated with respect to the status of the negotiation of the Amendment to the Gas Supply Agreement, and (b) deliver to the Buyer the fully executed version of the Amendment to the Gas Supply Agreement, if and when executed.

ARTICLE IX

COVENANTS OF BUYER

9.01Cooperation by the Buyer. Subject to the provisions contained in Section 10.01, from the date of this Agreement until the Closing Date, the Buyer will cooperate with the Seller (i) to secure all Consents from Persons identified in Part 6.05 and 6.16 of the Disclosure Schedule and (ii) with respect to all filings required to be made by the Seller pursuant to Law in connection with the Transaction.

9.02Access. The Buyer shall procure that the Company after Closing grants the Seller reasonable access to accounting material and other relevant information from the period before Closing to the extent this is required for the Seller to comply with its statutory obligations (including Tax obligations), at the cost of Seller.

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9.03Assignment. In the event the Company disposes of the Working Interest, in whole or in part, or if the Company ceases to be an Affiliate of the Buyer, the Buyer shall cause the relevant assignee to assume in writing before the Seller the Liability for the payment of the Earn Out Amount, if due, as provided hereunder.

ARTICLE X

MUTUAL COVENANTS

10.01Reasonable Efforts. The Seller, the Company and the Buyer will use their reasonable efforts to procure that all conditions precedent to their obligations to consummate the Transaction (upon the terms and conditions set forth in Articles IV and V, as applicable to the Buyer and the Seller) are satisfied; provided, however, that (i) this Agreement will not require the Buyer or any of its Affiliates to dispose of any assets or limit the activities of the Buyer or any of its Affiliates or its right or ability to engage in any business and (ii) this Agreement will not require the Seller or any of its Affiliates to limit other activities of the Seller or any of its Affiliates or its right or ability to engage in any other business than the Business.

10.02Further Assurances. At any time, or from time to time after the Closing, the Seller and the Buyer will, and the Buyer will procure that the Company, at the other’s reasonable request, and at the requesting Party’s expense, execute and deliver, such instruments of transfer, conveyance, assignment and assumption, in addition to those delivered at the Closing and take such other action as either of them may reasonably request in order to evidence the consummation of the Transaction.

10.03Representation and Warranties. Neither the Seller nor the Buyer will take or omit to take any action, the effect of which could reasonably be expected to cause any of its representations and warranties made herein to be inaccurate on the Closing Date.

10.04Public Announcements. No press release or announcement concerning the Transaction will be issued by any Party without the prior consent of the other Party, except as such release or announcement may be required by Law or the rules and regulations of any stock exchange on which securities of a Party or any of its Affiliates are listed for trading, in which case the Party required to make the release or announcement will, to the extent practicable, allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

10.05Confidentiality. (a) The Seller and the Buyer shall keep confidential, and shall cause their Affiliates and Representatives to keep confidential, this Agreement and any written, oral or other information obtained in confidence from the other Party or the Company in connection with the Transaction;

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(b)the Seller shall after Closing keep confidential, and shall cause its Affiliates and Representatives to keep confidential, all and any information related to the Company and its business and operations. This clause shall not apply (i) to information which becomes publicly available through no fault of, or violation of this provision by, a Party; (ii) to the extent that the disclosure or use of information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or (iii) to the extent that the disclosure or use of information is required by law or the rules and regulations of any stock exchange on which securities of a Party or any of its Affiliates are listed for trading, or legal process.

(c)if the Closing does not occur for any reason, the Buyer shall keep confidential, and shall cause its Affiliates and Representatives to keep confidential, all and any information related to the Company and its business and operations (other than related to BCAM-40 Block and Manati Field to the extent such information has been legally obtained from any party holding an interest in the BCAM-40 Block or in the Manati Field). This clause shall not apply (i) to information which becomes publicly available through no fault of, or violation of this provision by, a Party; (ii) to the extent that the disclosure or use of information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or (iii) to the extent that the disclosure or use of information is required by law or the rules and regulations of any stock exchange on which securities of a Party or any of its Affiliates are listed for trading, or legal process. The obligations of the Buyer under this Section 10.05 (c) shall survive termination of this Agreement for a period of five (5) years from the date thereof.

10.06Insurance. (a) Until the Closing Date, the Seller will maintain or procure that the Company maintain in full force and effect all presently existing insurance coverage with respect to the Company and the operation of the Business, and will take no action which will cause a retroactive cancellation, or a lapse or reduction of the benefits, thereof.

10.07CADE. (a) As soon as practicable following the execution of this Agreement and in any event within 15 (fifteen) Business Days following the date of execution of this Agreement, the Buyer shall make all necessary filings, including any filings required under Law 12,529/2011, to the Conselho Administrativo de Defesa Econômica (“CADE”) with respect to the transactions contemplated by this Agreement (the “Antitrust Approval”). The Buyer, the Company and the Seller (i) shall respond as promptly as practicable to all inquiries and requests received from CADE and (ii) shall negotiate in good faith with CADE in connection with obtaining the Antitrust Approval any matter referred to in this Article in

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order to consummate, as promptly as practicable, the transactions contemplated by this Agreement; provided, that no provisions of this Agreement are breached, the Buyer shall have the right to control, direct and authorize (1) the process of obtaining any actions or non-actions, waivers, consents, approvals and authorizations from CADE, and (2) any communications from the Buyer, the Seller or the Company related to the foregoing, except for the information and documents that relate only to the Seller and may be subject to confidential treatment according to the applicable Laws.

(b) The Company and the Seller shall (i) promptly notify the Buyer of any written communication to that party from CADE in each case relating to the transactions contemplated hereby and (ii) furnish the Buyer with copies of all material correspondence, filings, and written communications between them and their respective representatives on the one hand, and CADE, on the other hand, with respect to this Agreement and the transactions contemplated hereby.

(c) Upon the terms and subject to the conditions set forth in this Agreement, the Buyer, on the one hand, and the Seller and the Company, on the other hand, shall each use their commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary to consummate and make effective, as promptly as practicable, the transactions contemplated by this Agreement, in accordance with the terms hereof and thereof, including using their respective commercially reasonable efforts to obtain all necessary actions or nonactions, waivers, consents, approvals and authorizations from third parties that are required or reasonably appropriate in connection with this Agreement and the transactions contemplated hereby; provided, that the Company or the Seller shall not pay or commit to pay to any Person whose necessary consent, waiver or approval is being solicited any amount of cash or other consideration, make any material commitment or incur any liability or other obligation due to such Person without the prior written consent of the Buyer. Each Party shall be individually responsible for its own expenses involved in obtaining any of the documents or information to be provided for the purposes of the filings mentioned in this Section 10.01.

(d) The Buyer, the Company and the Seller (i) shall respond as promptly as practicable to all inquiries and requests received from any Governmental Authorities and (ii) shall negotiate in good faith with all Governmental Authorities (including CADE) regarding any necessary consents, waivers and approvals; provided, that, notwithstanding anything to the contrary herein, The Buyer shall have the right in its sole discretion to control, direct and authorize (A) the process of

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obtaining any actions or non-actions, waivers, consents, approvals and authorizations from any Governmental Authorities and (B) any communications from the Buyer, the Seller or the Company related thereto, except for the information and documents that relate only to the Seller and may be subject to confidential treatment according to the applicable Laws.

(e) Any and all expenses involving the proceeding with CADE shall be borne by the Buyer, including but not limited to fees and costs to satisfy CADE’s requirements, attorneys’ fees and any other consultants’ or services providers’ fees, required to provide support in this matter. The Seller shall have the right to, at its own expense and by means the engagement of its own consultants, follow up on the entire proceeding of the Antitrust Approval, the Buyer being obligated to grant full access thereto and maintain the Seller fully informed on the development of such proceeding with CADE.

10.08Payment Mechanisms at Closing. (a) As soon as practicable following the execution of this Agreement, and in any event no later than sixty (60) days as from the date hereof, the Parties shall act diligently and endeavor their best efforts to reach an agreement (whose terms and conditions shall become a part hereof and shall be the subject of an amendment to this Agreement) as to the payment mechanisms to be followed on the Closing Date and, which can fully assure the release of the Bond Lien immediately following such payment, in accordance with international market standards.

(b)The amendment to this Agreement shall contain the representation and warranty by PANORO ASA that, upon the accomplishment of all formalities and the delivery of all documents set forth therein including the appropriate filings with the competent Registries of Titles and Deeds and Commercial Registries set forth therein will cause the full, unrestricted and irrevocable release of any and all Liens of any nature with respect to the Company, including but not limited to Liens upon its Assets and/or Business, created by the Bond Agreement or any other document related thereto

ARTICLE XI

INDEMNIFICATION

11.01Subject to the terms and conditions set forth in this Article XI, each Party shall indemnify and hold harmless the other Party (including its Affiliates, successors, assigns and Representatives) from and against, and shall reimburse the respective Party (including its Affiliates, successors, assigns and Representatives) for any and all Damages

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incurred by or caused to such Parties (including its Affiliates, successors, assigns and Representatives) based on, arising out of, resulting from, relating to, or in connection with:

(a)After the Closing, the Seller and PANORO ASA hereby agree, on a joint and several basis, to indemnify and hold harmless the Buyer (including its Affiliates, successors, assigns and Representatives), from and against all Damages arising, directly from or in connection with any:

(i) breach, misrepresentation, omission, error or inaccuracy in any representation or warranty made by the Seller in this Agreement or in the Disclosure Schedule or any other certificate or document delivered by the Seller pursuant to this Agreement and any Transaction Document without giving effect to any supplement or amendment to the Disclosure Schedule or other notice delivered or required to be delivered pursuant to Section 8.06 of this Agreement; and

(ii) non compliance with any covenant, agreement or other obligation of the Seller or by PANORO ASA contained in this Agreement or in any Transaction Document; and,

(iii) any facts, acts or omissions that may have occurred before the Closing Date, whether or not known on the date of execution of this Agreement, except if disclosed on the Disclosure Schedule or in the Financial Statements.

(b)After the Closing, the Buyer and GHL hereby agree, on a joint and several basis, to indemnify and hold harmless the Seller or any of its nominees or successors, from and against all Damages arising, directly from or in connection with any:

(i) breach, misrepresentation, omission, error or inaccuracy in any representation or warranty made by the Buyer in this Agreement or in the Disclosure Schedule or any other certificate or document delivered by the Buyer pursuant to this Agreement and any Transaction Document; and

(ii) non compliance with any covenant, agreement or other obligation of the Buyer or by GHL contained in this Agreement or in any Transaction Document.

11.02Procedure for Indemnification. A Party or Parties (including its Affiliates, successors, assigns and Representatives) making a Claim for indemnification under this Article XI is, for purposes of this Agreement, referred to as the “Indemnified Party” and

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the Party or Parties against whom such claims are asserted under Section 11.01 and 11.02 is, for purposes of this Agreement, referred to as the “Indemnifying Party”. All Claims by any Indemnified Party shall be asserted and resolved as follows:

(a)Promptly after receipt by the Indemnified Party of a Claim by a third party (a “Third Party Claim”) with respect to any matter for which indemnification is owing pursuant to Sections 11.01 hereof, the Indemnified Party will give notice thereof to the Indemnifying Party, as applicable, which shall be sent before the elapse of 1/3 (one-third) of the legal statutory period to present a defense or apply for any other suitable measure against the Third Party Claim, provided, that the failure of the Indemnified Party to notify the Indemnifying Party will not release the Indemnifying Party of any of its obligations hereunder, except to the extent that the Indemnifying Party demonstrates that the Indemnified Party’ failure to give such notice has jeopardized the Indemnifying Party’s ability to prepare and present an adequate the defense of such Third Party Claim.

(b)If any Action referred to in Section 11.02(a) is brought against Indemnified Party and it gives notice to the Indemnifying Party of the commencement of such Action, the Indemnifying Party, as applicable, will be entitled to participate in such Action, and may assume the defense of such Action, upon notice before the elapse of 4/5 (four-fifths) of the legal period to present the defense, with counsel satisfactory to the Indemnified Party (not to be unreasonably withheld) and, after such notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party, as applicable, will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section for any fees (reasonably incurred) of other counsel with respect to the defense of such Action, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Action.

(c)If the Indemnifying Party assumes the defense of an Action, (x) it will be conclusively established for purposes of this Agreement that the claims made in that Action are within the scope of and subject to indemnification; (y) no compromise or settlement of such claims or Action may be effected by the Indemnifying Party without the Indemnified Party ‘s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on, or grounds for the basis of, any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (z) the Indemnified Party will have no liability with respect to any

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compromise or settlement of such claims or Action effected without the Indemnified Party ‘s consent. Notwithstanding the assumption by the Indemnifying Party of the defense of any claim or Action as provided in this Section 11.02 (c), the Indemnified Party will be permitted to join in such defense and to employ counsel at its own expense. If notice pursuant to Section 11.02(a) is given to the Indemnified Party of the commencement of any Action and the Indemnifying Party does not, within ten (10) days after such Indemnified Party ‘s notice is given, give notice to the Indemnified Party of its election to assume the defense of such Action, the Indemnifying Party will be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party.

(d)Notwithstanding the foregoing, if the Indemnified Party determines in good faith that there is a reasonable probability that an Action may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Action, but the Indemnifying Party, as applicable, will not be bound by any determination of an Action so defended or any compromise or settlement effected without its consent (which may not be unreasonably delayed or withheld).

(e)Seller and Buyer agree to provide each other with reasonable access during regular business hours to the properties, books and records and Representatives of the other, as reasonably necessary in connection with the preparation for an existing or anticipated Action involving a Third Party Claim and its obligations with respect thereto pursuant to this Article.

(f)Any Claim by the Indemnified Party for indemnification not involving a Third Party Claim (“Direct Claim”) may be asserted by giving the Indemnifying Party notice thereof. If the Indemnifying Party does not notify the Indemnified Party within ten (10) calendar days following its receipt of such notice that the Indemnifying Party, as applicable, disputes its liability and/or the amount of the loss to the Indemnified Party, such Claim specified by the Indemnified Party in such notice will be conclusively deemed a liability of the Indemnifying Party under Section 11.01 hereunder and the Indemnifying Party, as applicable, will pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the Claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. In

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case the Indemnifying Party, as applicable, duly notifies the Indemnified Party, it may submit the question to the arbitral procedure established in Section 13.03.

11.03Limitations on Liability. (a) (i) A Indemnified Party seeking to be indemnified hereunder, will not be entitled to any recovery from the Indemnifying Party unless a Claim for indemnification, specifying the factual basis of that Claim in reasonable detail to the extent then known, is made on or before the expiration of the time period for survival set forth in Section 11.04 items (i), (ii) and (iii) below; and (ii) Damages to any Party indemnified hereunder will be decreased by insurance proceeds or payments from any other responsible Parties actually received by such Party (after deducting costs and expenses incurred in connection with recovery of such proceeds) and will be increased to take account of any net tax cost incurred by the Indemnified Party arising from the receipt of indemnity payments hereunder (grossed up for such increase).

(b)The Buyer will not be entitled to recover any amounts pursuant to Sections 11.01 and 11.02(a) unless and until the amount by which the Buyer is entitled to recover in respect of such Claims exceeds the Reais Equivalent to Two Million Dollars ($2,000,000) (the “Threshold”), in which event the entire amount in respect of such Claims will be payable; provided, however, that the maximum amount recoverable by the Buyer pursuant to Section 11.02(a) will not, in the aggregate, exceed the Reais Equivalent to Twenty Million Dollars ($20,000,000) (other than in the case of any amounts recoverable pursuant to Sections 11.01 and 11.02(a) resulting from or based upon a breach by the Seller of the representations and warranties contained in Sections 6.01, 6.02, 6.04, 6.08(a) and 6.11, which shall not be subject to any such limitation) and provided further, however, that individual Claims representing less than the Reais Equivalent to Two Hundred Thousand Dollars ($200,000) may not be aggregated for purposes of reaching the Threshold.

(c)The Seller will not be entitled to recover any amounts pursuant to Sections 11.01 and 11.02 unless and until the amount by which the Buyer is entitled to recover in respect of such Claims exceeds the Threshold, in which event the entire amount in respect of such Claims will be payable; provided, however, that the maximum amount recoverable by the Seller pursuant to Section 11.02 will not, in the aggregate, exceed the Reais Equivalent to Twenty Million Dollars ($20,000,000) (other than in the Purchase Price and the Earn Out Payment and any amounts recoverable pursuant to Sections 11.01 and 11.02 resulting from or based upon a breach by the Buyer of the representations and warranties contained in Article VII, which shall not be subject to any such limitation) and provided further, however, that individual Claims less than the Reais Equivalent to Two Hundred

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Thousand Dollars ($200,000) may not be aggregated for purposes of reaching the Threshold.

11.04Time Limit. (a) The Buyer or the Seller, as the case may be, shall have no liability or otherwise be responsible under this Agreement for any indemnifiable Damage unless the respective Direct Claim or Third Party Claim, pursuant to Sections 11.01 and 11.02 and 11.03 above, as may be applicable, is claimed and notified by the Indemnified Party:

(i) until two (2) years after the Closing in relation to all Seller’s representations, warranties, covenants and obligations in this Agreement or the other Transaction Documents, except as provided in items (ii), and (iii) below;

(ii) until the applicable statute of limitations after Closing in relation to the Seller’s representations and warranties contained in Sections 6.01 (Organization and Good Standing of the Seller), 6.02 (Capitalization, Title to Quotas and Structure), 6.03 (Subsidiaries), 6.04 (Due Authorization; Enforceability), 6.05 (No Violation) and 6.08 (a) (Oil and Gas Properties) and the Buyer’s representations and warranties contained in Article VII;

(iii) until five (5) years after the Closing in relation to the Seller’s representations and warranties contained in Sections 6.11 (Environmental Matters) and 6.12 (Taxes).

(b)All such representations, warranties, covenants and obligations upon expiration of the applicable survival period, as provided in Section 11.04 (a) items (i), (ii) and (iii) above, and will thereupon expire together with any right to indemnification for breach thereof (except to the extent a written notice asserting a Claim for breach of such representation, warranty, covenant or obligation has been given prior to such date, in which case such representation, warranty, covenant or obligation will survive, to the extent of such Claim only, until such Claim is resolved, or time-barred).

11.05Payment. In the event of a Third Party Claim or a Direct Claim, the final amount due to the Indemnified Party will be defined as follows: (i) the undisputed amount by Parties; (ii) the final amount determined through settlement (according to the procedures set forth in Section 11.02 above) of a Third Party Claim; or (iii) was disputed but as to which (x) an award has been rendered as a result of final and binding arbitration pursuant to Section 13.03 or (y) a court of competent jurisdiction has rendered a final and non-appealable judgment or (z) an agreement has been reached between the parties (the “Final Indemnification Amount”), such Final Indemnification Amount shall conclusively be deemed a liability of the Indemnifying Party hereunder and shall be paid to the Indemnified Party within thirty (30) days in cash in Brazilian Reais by wire transfer of immediately available funds.

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11.06Right to Set-Off. Upon notice to the Seller and/or PANORO ASA specifying in reasonable detail the basis for such set-off, the Buyer may set off any Final Indemnification Amount to which it is entitled under this Article against any amounts payable to the Seller, including the Earn Out Payment.

11.07Exchange Rates. Any losses incurred in Reais shall be translated into Dollars using the Exchange Rate in effect on the day proceeding the day on which the indemnification payment in respect thereof is made.

11.08Sole Indemnification. The Parties acknowledge and agree that the provisions of this Article XI shall govern, in a complete and exclusive manner, any and all obligation to indemnify imputable to the Parties according to this Agreement or in any Transaction Document, and that no Party shall be entitled to claim any indemnification from the other Party as a result hereof and of the legal transactions hereunder, except within the limits and conditions set forth in this Article XI.

ARTICLE XII

TERMINATION

12.01Termination Events. This Agreement may, by notice given prior to the Closing, be terminated:

(a)by mutual written consent of the Buyer and the Seller;

(b)(i) by the Buyer if any of the conditions contained in Sections 4.02, 4.03 and 4.04 of this Agreement has not been satisfied on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Buyer to comply with its obligations under this Agreement) and the Buyer has not waived such condition on or before such date; or (ii) by the Seller, if any of the conditions contained in Sections 4.01, 4.03 and 4.04 of this Agreement has not been satisfied on the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of the Seller to comply with its obligations under this Agreement) and the Seller has not waived such condition on or before such date;

(c)by either the Buyer or the Seller if the Closing has not occurred (other than through the failure of the Party seeking to terminate this Agreement to fully comply with its obligations under this Agreement) on or before the date that is nine (9) months from the date hereof, provided the Buyer’s right to renew such period under Section 12.03 has not been exercised;

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(d)by the Buyer if a material breach of this Agreement has been committed by the Seller and such breach has not been waived;

(e)by the Seller if a material breach of this Agreement has been committed by the Buyer and such breach has not been waived; or

(f)by the Buyer if, at Closing, as a result of the most recent minutes of a Technical Committee Meeting - TCM or an Operating Committee Meeting — OCM of Block BCAM-40, or an official communication amongst the members of the Block BCAM-40 consortium, that discusses the compression station, there is reasonable indication that such final investment decision will not be taken within six (6) months after Closing, in which case the penalty described in 12.02(b) will not apply.

12.02Effect of Termination. (a) Termination of this Agreement pursuant to this Article will terminate all obligations of the Parties hereunder except for those covenants and obligations contained in Sections 7.04, 7.05, 10.05(c), 13.01, 13.03, 13.04, 13.06, 13.12 and this Section 12.02; provided, however, that termination pursuant to Section (c) or (d) of Section 12.01 will not relieve the defaulting or breaching Party of any liability to the other Party hereto.

(b)In the event of termination of this Agreement for any reason other than breach thereof by a Party, each Party will bear all expenses incurred by it in connection with this Agreement and the Transaction Documents. In the event of termination of this Agreement by a Party due to the material breach by another Party, the Party committing the breach shall indemnify the other Party as to pre-liquidated damages in the amount of the Reais Equivalent to Ten Million Dollars ($10,000,000).

12.03Buyer’s or Seller’s Option. Five (5) Business Days prior to the termination of this Agreement under Section 12.01(c), the Buyer or Seller may, at its sole discretion, extend the 9-month period (for an additional period of no more than three (3) months to be determined by the Buyer or the Seller that exercised the option for the Closing of the Transaction, in which case, if the option is exercised by the Buyer, the Purchase Price shall accrue an interest rate of 4% per annum, as from the relevant extension date and until the Closing Date. In such scenario, the Agreement shall be duly extended, with no termination effects.

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ARTICLE XIII

MISCELLANEOUS PROVISIONS

13.01Expenses. Subject to the provisions of Section 12.02(b), each of the Buyer and the Seller will pay all costs and expenses incurred by it or on its behalf in connection with this Agreement and the Transaction, including fees and expenses of its own Representatives. Any costs and expenses incurred by or on behalf of the Company shall be for the account of the Seller.

13.02Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) personally delivered (with written or electronic confirmation of receipt), (b) sent by facsimile, (c) sent via registered or certified mail, postage prepaid, return receipt requested or (d) overnight courier. Notices shall be sent to the appropriate Party at its address or facsimile number given below:

(a)if to Buyer, to

GEOPARK BRASIL EXPLORAÇÃO E PRODUÇÃO DE PETRÓLEO E GÁS LTDA.

Florida 981 - 5th Floor

Buenos Aires

Argentina

Attn:Mr. Andrés Ocampo

New Business

Tel:5411 4312 9400

Fax:5411 4315 3827

with a copy to:

Nuestra Señora de los Ángeles 179

Las Condes, Santiago de Chile

Chile

Attn:Mr. Pedro Aylwin Chiorrini

General Counsel

Tel:562 242 7110

Fax:562 242 7110

Email: paylwin@geo-park.com

(b)if to Seller, to

PANORO ENERGY DO BRASIL LTDA.

Praia de Botafogo, 228, Bloco A, sala 801 — Parte

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22250-040 Rio de Janeiro RJ Brazil

Attn:Mr. Anders Kapstad

Mr. Carl Peter Berg

Officers

Tel:+55 21 3078 7475

Fax:+55 21 3078 7451

with a copy to:

Souza, Cescon, Barrieu & Flesch — Advogados

Praia de Botafogo, 228, cj. 1101 — Edifício Argentina

22250-040 Rio de Janeiro RJ Brazil

Attn: Mr. Maurício Teixeira dos Santos

Tel: +55 21 2196 9212

Fax: +55 21 2551 5898

(c)if to Guarantors, to:

PANORO ENERGY ASA

P.O. Box 1885 Vika, 0124Oslo Norway

22250-040 Rio de Janeiro RJ Brazil

Attn:Mr. Anders Kapstad

CFO

Tel:+47 2301 1000

With a copy to:

Wikborg, Rein & Co

Po Box 1513 Vika, 0117 Oslo, Norway

Attn:Mr. Dag Erik Rasmussen

Partner

Tel:+ 47 22 82 75 05

Fax:+ 47 22 82 75 01

Email: der@wr.no

GHL

Nuestra Señora de los Ángeles 179

Las Condes, Santiago de Chile

Chile

Attn:Mr. Pedro Aylwin Chiorrini

General Counsel

Tel:562 242 7110

Fax:562 242 7110

Email: paylwin@geo-park.com

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13.03Dispute Resolution. In the event of any dispute, doubt or controversy arising under or in direct or indirect connection with this Agreement (“Dispute”), any Party may send notice to the other Party with the intent to negotiate in good-faith to reach an amicable solution to settle such Dispute within 15 (fifteen) days from the receipt of said notice. If the Parties have not reached an agreement during such period, or if any of the Parties informs the other that is has no interest in keeping amicable negotiations, the Dispute shall be submitted to arbitration, as the sole competent jurisdiction to settle disputes arising from this Agreement (“Arbitration”).

(a)The Arbitration shall be held in the City and State of Rio de Janeiro, and shall be governed and conducted in all its proceedings according to the Rules of the International Chamber of Commerce (“ICC”). The Arbitration shall be based on the laws of the Federative Republic of Brazil, and judgment under equity or based in usages or customs is prohibited.

(b)The Arbitration shall be conducted and the award shall be rendered in English language.

(c)The Tribunal Arbitral shall consist of three (3) members, subject to the following provisions:

(i)The Claimant shall appoint one arbitrator and the Respondent shall appoint another arbitrator. In the event that there is more than one Claimant, they shall jointly and by mutual agreement appoint only one arbitrator; in the event that there is more than one Respondent, they shall jointly and by mutual agreement appoint only one arbitrator. The two appointed arbitrators shall jointly and by mutual agreement choose the third arbitrator, who shall preside over the Arbitral Tribunal;

(ii)Any omission, refusal, dispute, doubt or lack of agreement regarding the appointment or choice of the arbitrators shall be settled by the ICC;

(d)The proceedings established herein are also applicable in case of substitution of any of member of the Arbitral Tribunal. If the Rules of Conciliation and Arbitration of the ICC are silent in respect to any procedural aspect, the Arbitrators shall decide by referring to the following provisions of law, in the following order:

(i)Law nr. 9,307/96; and

(ii)The Brazilian Code of Civil Procedure.

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(e)The arbitral award shall meet all requirements of Law nr. 9,307/96 and shall detail and qualify the responsibility of the Party(ies) and determine the fraction of the fees, expenses and costs of Arbitration awarded against each Party. The arbitral award shall be rendered in writing and shall be binding on the Parties, and shall be final, save in the cases excepted by law.

(f)The arbitral award shall be final and binding, and shall not be subject to judicial homologation or appeal of any kind, except for (i) the requests for corrections and clarifications to the Arbitral Tribunal provided for by article 30 of Law No. 9,307/96 and (ii) the annulment action provided for by article 32 of Law No. 9,307/96.

(g)The Arbitration, as well as the documents and information referred to Arbitration, shall be subject to the secrecy and confidentiality obligation under this Agreement.

(h)The commencement of the Arbitration proceeding shall not suspend the performance of any obligation under this Agreement, except the one that is the subject matter of the dispute submitted to Arbitration.

(i)Notwithstanding this Section, each Party reserves the right to go to court to (a) ensure the commencement of the Arbitration, (ii) obtain injunction to protect rights before the commencement of the Arbitration, provided the merit of the dispute shall be resolved by Arbitration, and any procedure in this sense shall not be deemed as a waiver of Arbitration as the sole mean for settlement of conflict elected by the Parties, and (iii) the annulment action provided for by article 32 of Law No. 9,307/96. If the Parties decide to go to court as provided hereunder, the Parties elect the courts of the Judicial District of the City of Rio de Janeiro, State of Rio de Janeiro, as courts with jurisdiction, with waiver of any other court, however privileged it may be.

13.04Governing Law. This Agreement and any dispute, controversy, proceedings or claim arising out of or in connection with it or its formation or subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Federative Republic of Brazil.

13.05Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the

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maximum extent permitted by Law, (a) no Claim or right arising out of this Agreement or the other Transaction Documents can be discharged by one Party, in whole or in part, by a waiver or renunciation of the Claim or right unless in writing signed by the other Party; (b) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given and will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure or noncompliance; and (c) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the other Transaction Documents.

13.06Entire Agreement and Modification. This Agreement and the other Transaction Documents constitute a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter contained herein and therein and supersede all prior agreements between the Parties, including, without limitation, the Letter of Intent and the Confidentiality Agreement. Notwithstanding the foregoing, in the event that this Agreement is terminated prior to Closing, the Confidentiality Agreement shall remain legally valid and binding upon the Parties and shall not be superseded by this Agreement.

13.07No Oral Modification. This Agreement may not be amended except by a written agreement executed by each of the Parties. Any attempted amendment in violation of this Section will be void ab initio.

13.08Assignments, Successors, and No Third-Party Beneficiaries. No Party may assign any of its rights under this Agreement or any other Transaction Document without the prior written consent of the other Party to this Agreement; provided, however, that the Buyer may assign its rights under this Agreement to an Affiliate of the Buyer without the prior written consent of the Seller, as long as the relevant Affiliate assumes all obligations attributed to the Buyer hereunder; and that the Seller may assign its rights and obligations hereunder to PANORO ASA or any of its Affiliates, and provided further, however, that no assignment will limit or affect the assignor’s obligations hereunder. Subject to the preceding sentence, this Agreement and the other Transaction Documents will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the Parties.

13.09Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

13.10Captions. The article, section and paragraph captions herein and the table of contents hereto are for convenience of reference only and will not be deemed to limit or otherwise affect any of the provisions hereof. Unless otherwise specified, all references herein to numbered articles and sections are to articles and sections of this Agreement, all

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references herein to schedules are to schedules to this Agreement and all references herein to exhibits are to exhibits to this Agreement and the schedules and exhibits form part of this Agreement.

13.11Exhibits and Schedules. All other Transaction Documents are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Capitalized terms used in the Transaction Documents but not otherwise defined therein will have the respective meanings assigned to such terms in this Agreement.

13.12Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are or are to be thereby aggrieved will have the right of specific performance and injunctive relief giving effect to its or their rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies will be cumulative. The Parties agree that any such breach or threatened breach would cause irreparable injury, that the remedies at law for any such breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. The Parties further agree that any requirement under any Law to post security as a prerequisite to obtaining equitable relief is hereby waived.

13.13Interpretation. For the purposes of this Agreement, (i) references to a block or the name of any block are to such blocks as defined in the relevant Participation Agreement, (ii) words in the singular will be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (iii) the terms “hereof”, “herein”, and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, (iv) the word “including” and words of similar import when used in this Agreement will mean “including, without limitation”, unless otherwise specified, (v) the word “or” will not be exclusive, (vi) the term “contract” will mean any agreement, understanding, contract, commitment, obligation, promise or understanding (whether written or oral and whether express or implied), (vii) the phrase “made available” will mean that the information referred to has been made available if requested by the Party to whom such information is to be made available, (viii) any reference to any Law referred to in this Agreement will be deemed to include any successor Law and the rules and regulations issued pursuant to such Law or successor Law and any amendments or supplements to such Law or successor Law, (xix) any accounting term used in this Agreement will have, unless otherwise specifically provided herein, the meaning customarily given such term in accordance with the Accounting Principles, and all financial computations hereunder will be computed, unless otherwise specifically provided herein, in accordance with the Accounting Principles and (x) a “breach” of a representation, warranty, covenant, obligation or other provision of this Agreement or any other Transaction Document will be deemed to have occurred if there is or has been (1) any inaccuracy in or breach of or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision, or (2) any claim by any Person or other

64

occurrence or circumstance that is or was inconsistent with such representation, warranty, covenant, obligation or other provision; and the term “breach” means any such inaccuracy, failure, claim, occurrence or circumstance. The Parties have participated jointly in the negotiation and drafting of this Agreement with the benefit of separate legal counsel of their choice and this Agreement will not be construed for or against any Party by reason of the authorship or alleged authorship of any provision hereof or by reason of the status of the respective Parties.

13.14Interest on Late Payment. Where a sum is required to be paid under this Agreement but is not paid on the date the Parties agreed, the Party due to pay the sum shall be subject to a fine of 2% (two percent) and a penalty interest at a rate of 1% per month on the amount in arrears, accrued on a daily basis.

13.15Currency Conversion. Where it is necessary to determine whether a monetary limit or threshold set out in this Agreement has been reached or exceeded (as the case may be) and the value is initially expressed in Dollars, the value of such monetary amount shall be translated into Dollars at the Exchange Rate at the Exchange Rate Calculation Date.

13.16Parent Guarantee. (a) PANORO ASA herein ensures Buyer, and GHL herein ensures the Seller (for the purposes of this Section and each of Buyer and Seller are a “Guaranteed”), unconditionally, as main obligors (and not merely as a surety), the due and timely compliance of all obligations of each of Buyer and Seller, as applicable, under the Transaction Documents. If the Guaranteed does not fulfill, in any respect, its obligations in the Transaction Documents or breach, somehow, the provisions contained in those, the Guarantor commits itself, upon notification, in writing, to achieve any measure necessary for the faithful compliance with the relevant obligations, assuming the responsibility for any losses, Damages, Claims, costs and expenses resulting from the failure in the operations carried out by the Guaranteed or by the breach of the Transaction Documents by the Guaranteed.

(b)Each Guarantor hereby individually represents and warrants, to the Buyer and Seller, as applicable, that:

(i)it is the ultimate parent company of the respective Guaranteed;

(ii)it is incorporated in accordance with the Laws of its jurisdiction;

(iii)it has the appropriate financial capacity to fully and timely perform all obligations assumed hereunder;

(iv)it has all the shareholding powers and legal representation to sign, submit and fulfill its obligations as Guarantor;

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(v)this Guarantee represents the legal obligations validly assumed by the Guarantor and performed against it in accordance with its terms;

(vi)Governmental Approvals for the fulfillment, presentation and compliance of this Guarantee are not necessary, except those that have already been obtained and are now in force; and

(vii)the fulfillment, presentation and compliance with this Guarantee by the Guarantor does not breach any device of existing Law or regulation to which it is subject, as well as any provision of corporate documents of the Guarantor or of any agreements or contracts it is part of.

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as a deed by the Parties on the date first written above.

[Signature page follows.]

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Signature Page 1/4 of the Quota Purchase Agreement entered into by and between Panoro Energy do Brasil Ltda., as the Seller, and Geopark Brasil Exploração e Produção de Petróleo e Gás Ltda., as the Buyer, and, as Guarantors, Panoro Energy ASA and Geopark Holdings Ltd. on May 14, 2013

Seller:
	/s/ Anders Kapstad
	PANORO ENERGY DO BRASIL LTDA.

Signature Page 2/4 of the Quota Purchase Agreement entered into by and between Panoro Energy do Brasil Ltda., as the Seller, and Geopark Brasil Exploração e Produção de Petróleo e Gás Ltda., as the Buyer, and, as Guarantors, Panoro Energy ASA and Geopark Holdings Ltd. on May 14, 2013

Buyer:
	/s/ Dimas Ferreira Da Silva Coelho
	GEOPARK BRASIL EXPLORAÇÃO E
	PRODUÇÃO DE PETRÓLEO E GÁS LTDA.

Signature Page 3/4 of the Quota Purchase Agreement entered into by and between Panoro Energy do Brasil Ltda., as the Seller, and Geopark Brasil Exploração e Produção de Petróleo e Gás Ltda., as the Buyer, and, as Guarantors, Panoro Energy ASA and Geopark Holdings Ltd. on May 14, 2013

Seller’s Guarantor:
	/s/ Anders Kapstad
	PANORO ENERGY ASA

Signature Page 4/4 of the Quota Purchase Agreement entered into by and between Panoro Energy do Brasil Ltda., as the Seller, and Geopark Brasil Exploração e Produção de Petróleo e Gás Ltda., as the Buyer, and, as Guarantors, Panoro Energy ASA and Geopark Holdings Ltd. on May 14, 2013

Buyer’s Guarantor:
	/s/ James F. Park
	GEOPARK HOLDINGS LTD.

EX-10.14

Exhibit 10.14

PURCHASE AND SALE CONTRACT FOR CRUDE OIL

AND CONDENSATE OF FELL BLOCK

BETWEEN

EMPRESA NACIONAL DEL PETRÓLEO

AND

GEOPARK FELL SpA

In Santiago, Chile, on March 1st, 2012, before me appear for one party, Mr. Rodrigo Álvarez Zenteno, Chilean, married, Lawyer, holder of identity card number 8.283.139-9 acting in his capacity as Minister of Energy, whose appointment is evidenced under Executive Order No. 593 issued on July 22nd, 2011 by the Minister of Internal Affairs (the appointment document is not attached hereto since it is known by the Parties) and who appears on behalf of the GOVERNMENT OF CHILE (hereinafter, the “GOVERNMENT”), both domiciled at Avenida Libertador Bernardo O’Higgins 1449, Edificio Santiago Downtown, Torre 2, Piso 13, Santiago; Mr. Salvador Harambour Palma, Chilean, Geologist, holder of identity card number 6.956.448-8, in his capacity as Director in Chile, and Mr. Christian Eduardo Muñoz Becerra, Chilean, Auditing Accountant, holder of identity card number 8.640.515-6, in his capacity as Administrative Manager, representing GEOPARK FELL SpA, a company engaged in the exploration and exploitation of hydrocarbons, taxpayer identification number [RUT] 76.129.094-0 (hereinafter, “GEOPARK” or “Seller”), all of them domiciled for the effects of this contract in the city of Punta Arenas, Chile, Calle Maipú 979; and, for the other, Mr. Carlos Cabeza Faúndez, Chilean, Mechanic-civil Engineer, holder of identity card number 5.761.918-K, in his capacity as Manager of Refining Business Line, representing EMPRESA NACIONAL DEL PETRÓLEO, a state-owned company, taxpayer identity number [RUT] 92.604.000-6 (hereinafter, “ENAP” or “Purchaser”), both domiciled at Avenida Vitacura 2736, Piso 10, Las Condes, Santiago; each of them individually referred to as a “Party” and jointly as the “Parties”; who agree to enter into this Purchase and Sale Contract for Crude Oil and Condensate of Fell Block (hereinafter, the “Contract”), which comprises the following clauses:

ONE:  BACKGROUND INFORMATION

1.1. The GOVERNMENT has empowered GEOPARK to perform hydrocarbon exploration and exploitation works in the area known as Fell Block under the “Special Operation Contract for the Exploration and Exploitation of Hydrocarbon Fields – Fell Block Area - Magallanes and Chilean Antarctica Territory” (hereinafter, “CEOP”, as per its initial in Spanish), which requirements, terms, amendments and final text are drafted in the notarized

CONTRACT ENAP – GEOPARK

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document dated May 17, 2005, passed before Mr. Fernando Alzate Claro, Deputy Notary Public for Ms. Antonieta Mendoza Escalas and its subsequent amendments dated September 1, 2005, May 10, 2006, and January 31, 2008, all of which were executed at the Notary Office in charge of Ms. Antonieta Mendoza Escalas in Santiago.

1.2.- Pursuant to Article 8.1.1 of the CEOP, the GOVERNMENT will pay Contractor a monthly compensation payable in oil equivalent to a percentage of the oil production of Fell Block, to be measured in the Point of Delivery, Control and Final Measurement of the Oil. At said point, Contractor will acquire the possession of his compensation and shall make available to the GOVERNMENT the proportional part of the extracted oil in accordance with Articles 1.36, 7.1.1, and 7.1.3 of the CEOP.

1.3.- Within the frame of the CEOP performance, GEOPARK has discovered and declared the marketability of several fields where, among other products, crude oil of low °API density (lower than 35° API), and a condensate of high °API density (higher than 45° API) are extracted (hereinafter, respectively referred to as “Crude Oil” and “Condensate”, and jointly referred to as “Liquid Products of Fell Block”).

1.4.- This Contract governs the purchase and sale between ENAP and GEOPARK, the latter acting per se and representing the GOVERNMENT, as regards to the volumes of Liquid Products of the Fell Block, which, pursuant to the CEOP belongs both to the GOVERNMENT and GEOPARK, and which complies with the quality specifications stated in Article Five of this instrument.

TWO:POWER OF ATTORNEY AND AUTHORIZATION TO GEOPARK TO SELL AND DELIVER THE GOVERNMENT’S INTEREST IN THE PRODUCTION OF CRUDE OIL AND CONDENSATE OF FELL BLOCK TO ENAP.

The GOVERNMENT duly represented in the manner stated above, hereby grants a power of attorney in favor of and authorizes GEOPARK, in its capacity as Contractor and Operator of CEOP Fell Block, so that in its name and on its behalf GEOPARK may sell and deliver to ENAP, in its capacity as Purchaser, the interest the GOVERNMENT holds in the marketable production of Crude Oil and Condensate coming from Fell Block in accordance with the terms set forth in the CEOP and this Contract.

Accordingly, the delivery point to ENAP of the GOVERNMENT’S interest of Liquid Products of Fell Block is “Terminal Gregorio” (Gregorio Terminal) owned by ENAP, and the price of said products is referred to Gregorio Terminal in commercial terms. Consequently, GEOPARK shall pay all costs and bear all risks associated to the storage and transportation of the mentioned products to Gregorio Terminal.

GEOPARK shall deliver to the GOVERNMENT the value obtained from the sale to ENAP of the GOVERNMENT’S interest in the marketable production of the Liquid Products of

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Fell Block pursuant to the terms of the CEOP and its amendments; therefore, ENAP shall not assume any liability whatsoever on this regard.

THREE:ACCEPTANCE OF THE OFFICE

GEOPARK, through its representative identified above, hereby accepts and agrees to the office granted in Article Two above and also accepts and agrees to all the terms and conditions set forth herein.

FOUR:COMMERCIALIZATION

GEOPARK, in its name and representing the GOVERNMENT, in its capacity as Seller, hereby undertakes to make available, deliver and sell to ENAP the interest of GEOPARK and the GOVERNMENT held in the commercial production of Liquid Products of Fell Block in accordance and subject to the terms and conditions established in the CEOP and in this Contract.

ENAP, in its capacity as Purchaser, undertakes to buy, receive and pay said production in accordance with and subject to the terms and conditions set forth in this Contract.

FIVE:SPECIFICATIONS FOR THE QUALITY OF THE DELIVERY OF CRUDE OIL AND CONDENSATE

Liquid Products of Fell Block shall meet the specifications for delivery quality stated in Article 7.1.4 of the CEOP at the time of delivery to Purchaser; in this way the products shall meet the commercial conditions for delivery, being reduced to dry-dry conditions at sixty degrees Fahrenheit.

According to the foregoing, the maximum limit of water and basic sediments (W&S) shall be 1% (one per cent) and the maximum limit of total salinity (Salt) shall be 100 (one hundred) grams per cubic meter expressed in sodium chloride, both limits corrected for a temperature of sixty degrees Fahrenheit. Likewise, as regards mercury content, the maximum limits shall be 3,000 ppb of mercury for Crude Oil and of 6,000 ppb of mercury for Condensate applying the discounts stated in Article Ten for mercury content.

ENAP shall be entitled to stop deliveries and reject products in the event of detecting contaminant values exceeding the mentioned values. Exceptionally, ENAP may, at its sole discretion, accept Liquid Products from Fell Block exceeding the maximum contents of water and sediments, salinity and/or mercury stated in the previous paragraph. Said acceptance shall neither set a precedent nor entitle GEOPARK to expect new and subsequent acceptances of said products, and without prejudice to the sanctions stated in Article Ten.

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ENAP shall receive and purchase Crude Oil composed of mixtures or crude oils coming from different fields of Fell Block (Aonikenk, Guanaco, Konawentru, or others), as long as these mixtures do not contain an °API density ranging 30° < °API < 35°. ENAP shall not buy products consisting of mixtures of Crude Oil and Condensate.

In order to determine the product quality, Seller shall deliver a product characterization together will all the background information required as specified in the Protocol of Basic Operation Conditions (PBOC) mentioned in the following article. The product characterization shall be obtained by means of a lab analysis of representative samples of Crude Oil and Condensate made by a well-known certifying company to be determined jointly by GEOPARK and ENAP.

Costs of the certifying company for conducting the sampling, analysis, and quality control of the Liquid Products of Fell Block, pursuant to this article or in order to take the measurements of said products in accordance with Article Nine shall be borne by Purchaser and Seller in equal shares. However, if Seller or Purchaser chooses to make some of these analysis or controls on their own behalf, the pertinent costs shall be exclusively borne by the party performing the analyses or control.

Without prejudice to the foregoing, the costs of the certifying company acting to certify the Liquid Products of Fell Block in Gregorio Terminal which were exceptionally delivered by GEOPARK from trucks through the Truck Unloading Zone of ENAP, in Gregorio Terminal shall be completely borne by GEOPARK.

SIX:PROTOCOL OF BASIC OPERATION CONDITIONS (PBOC)

The Parties agree that the basic activities which are necessary to ensure the correct operation of this Contract are stated in a Protocol of Basic Operation Conditions (hereinafter, “PBOC”), jointly prepared by GEOPARK and ENAP. This protocol states the places where the quality control and the measurement of the volumes of product delivered will be made and it also states the pertinent procedures of measurement, quality control, inspection and calibration, closing, operation, communication, etc., which regulate the activities associated with the delivery of Crude Oil and Condensate in Gregorio Terminal.

The PBOC duly executed by the Parties is incorporated herein as ANNEX I to this Contract and it is made a part hereof to all legal effects. Should there be contradictions, the provisions stated in this Contract shall prevail over the statements contained in the PBOC.

The PBOC may be amended by agreement of GEOPARK and ENAP, pursuant to operational good practices. To such effect, the GOVERNMENT represents that it empowers GEOPARK to agree on these amendments without the GOVERNMENT’S presence for such end. However, any amendment made to the PBOC shall be timely notified by GEOPARK to the GOVERNMENT without liability to ENAP for said notice which shall not be a condition for the validity and application of the amendment.

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The amendments to the PBOC agreed on by GEOPARK and ENAP shall be made in writing so that there will be no doubt as regards to the agreed on amendment. Thus, for example, a document may be executed by GEOPARK and ENAP where the pertinent amendment be detailed or the parties may exchange written communications sent to the addresses stated in Article Fifteen where one of the Parties proposes the amendment and the other Party accepts it.

SEVEN:QUANTITIES

Seller shall make available, deliver, and sell, and Purchaser shall receive, buy, and pay all the production of Crude Oil and Condensate made available to ENAP in Gregorio Terminal subject to the quality requirement specified in Article Five of this Contract. Purchaser’s obligation as regards to the quantity to be acquired shall be limited by the characteristics of the mentioned Liquid Products of Fell Block as well as by the capacity of its storage facilities in Gregorio Terminal.

ENAP shall not be obliged to accept deliveries including volumes exceeding the previously mentioned limits without prejudice to the fact that GEOPARK and ENAP may agree on any necessary operating adjustments to allow for the increase of said volumes. Limitations on the receipt of Crude Oil and/or Condensate originated in volume, as the case may be, shall be immediately grounded by ENAP; proper grounds will be the lack of availability of storage capacity in Gregorio Terminal for the specific product on the pertinent delivery date.

To enable ENAP to timely schedule its operational issues, Seller shall communicate to ENAP, on a quarterly basis, in writing or by e-mail to the address stated in Article Fifteen the schedule of deliveries for Crude Oil and Condensate for the following quarter during the month preceding its commencement. In addition, Seller shall timely inform ENAP in the event of foreseeing a relevant modification to the delivery schedule in force.

In the event said notice is not sent, or if the deliveries fail to meet the above-mentioned schedule, ENAP shall be entitled to refrain from receiving the Liquid Products of Fell Block without liability to ENAP, and without generating any type of right to claim for GEOPARK in regard to ENAP.

It is herein stated that the formulas to determine the net volumes of Crude Oil and Condensate placed in Gregorio Terminal to be paid by ENAP shall be as follows:

(a)For Crude Oil deliveries, the volume to be paid shall be equal to the volume measured pursuant to Article Nine below, without considering reductions.

(b)For Condensate deliveries, the volume to be paid shall be equal to the volume measured pursuant to Article Nine below, with a reduction of 1%.

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EIGHTPLACE OF DELIVERY AND TRANSFER OF OWNERSHIP AND RISK

The place of delivery of the Liquid Products of Fell Block shall be Gregorio Terminal. Deliveries shall be made in accordance with the PBOC referred to in Article Six.

To all effects, transfer of the risk and ownership of Liquid Products of Fell Block shall take place in the storage facilities of Gregorio Terminal upon express acceptance of said products by ENAP.

NINE:MEASUREMENTS

Measurement of Crude Oil and Condensate quantities delivered by GEOPARK and measurement of their quality shall be made in the facilities mentioned in the PBOC referred to in Article Six. Said measurement shall be performed in accordance with the procedures stated in the PBOC by the certifying company (Independent Inspector) referred to in Article Five.

The records obtained in the mentioned facilities shall be considered valid except in the event of obvious mistake or willful misconduct and shall serve as basis to invoice the sold and purchased items.

Seller shall be entitled to enter ENAP´s facilities to verify the measurement procedure; provided that access to the facilities shall be previously coordinated with ENAP.

TEN:PRICE OF CRUDE OIL AND CONDENSATE; AND COST OF OPERATION AND MAINTENANCE OF THE RECEIVING STATION AT GREGORIO TERMINAL

The price agreed on by the Parties for the Crude Oil and Condensate of Fell Block is referred to Gregorio Terminal in commercial terms.

10.1)       Price of “Crude Oil” of Fell Block

The price to be paid by ENAP for Crude Oil of Fell Block is ruled by the following formula:

PP = BPP – Foq – LF – DMCO – DWSSO[USD/Bbl]

Where:

PP:Price that ENAP shall pay to GEOPARK for the Crude Oil, stated in United States Dollars per net barrel at 60 ºF [USD/bbl].

BPP:Base Price of Crude Oil.

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Foq:Factor of Crude Oil Quality: to the effects of this contract it shall be considered as incorporated to the Base Price.

LF:Logistic Factor: It includes the Costs of Gregorio Terminal, Shipment, Freight to Refineries of ENAP in the central zone, Unload, Insurance

DMCO:    Discount due to mercury content in Crude Oil.

DWSSO:Discount due to content of Water+Sediments (W&S) and Salinity (Salt) in Crude Oil.

(1)BASE PRICE: BPP:

BPP = WTI + 6.9	if	(BTD–WTI) > 12 [USD/Bbl];
BPP = WTI + 6.9 – [12–(BTD–WTI)]	if 4 <	(BTD–WTI) < 12 [USD/Bbl];
BPP = WTI – 1.1 – 0.5*[4–(BTD–WTI)]	if -4 <	(BTD–WTI) < 4 [USD/Bbl];
BPP = WTI – 5.1	if	(BTD–WTI) < -4 [USD/Bbl]

This Base Price is referred to crude oil of 30° < °API < 35°.

WTI:      Price of West Texas Intermediate, defined in Article 10.3.

BTD:      Price of Brent Dated, defined in Article 10.3.

(2)DISCOUNTS:

Logistic Factor: LF= 7.5 [USD/Bbl].

This value is determined by the current volumes of liquid products received by ENAP in Gregorio Terminal and shall be revised in the event of substantial variations in the mentioned volumes.

Discounts due to contaminants:

Upon each sale closing, quality controls shall be performed in accordance with the provisions of the PBOC.

·Discount due to mercury content in Crude Oil [DMCO]:

DMCO = 1.33 [USD/Bbl] up to 3,000 ppb.

In the event of detecting values of Hg > 3,000 ppb, and additional discount of 0.3 USD/Bbl per 100 ppb or fraction exceeding 3,000 ppb shall be applied.

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·Discount due to content of Water+Sediments (W&S) and/or Salinity (Salt) in Crude Oil. [DWSSO]:

In the event of detecting values of W&S >1% and/or Salt >100 gr/m3.

DWSSO = 0.5 *(A&S–1) + 0.5 *(Salt–100)/100 [USD/Bbl].

The unit price per barrel calculated in this manner shall be applied to the total volume of Crude Oil determined according to the measurement procedures detailed in Articles Seven and Nine of this Contract.

10.2)       Price of “Condensate” of Fell Block

The price to be paid by ENAP for Condensate of Fell Block is ruled by the following formula:

CP = BPC – FCQ – LF – DMCC – DWSSC[USD/Bbl]

Where:

CP:Price that ENAP shall pay to GEOPARK for Condensate, stated in United States Dollars, per net barrel at 60 ºF [USD/bbl].

BPC:Base Price of Condensate.

FCQ:Factor of Quality of Condensate: to the effects of this contract it shall be considered as incorporated to the Base Price.

LF:Logistic Factor: It includes the Costs of Gregorio Terminal, Shipment, Freight to Refineries of ENAP in the central zone, Unload, Insurance.

DMCC:    Discount due to mercury content in Condensate.

DWSSC:Discount due to content of Water+Sediments (W&S) and Salinity (Salt) in Condensate.

(1)BASE PRICE: BPC:

BPC = WTI + 2.5	if	(BTD–WTI) > 12 [USD/Bbl];
BPC = WTI + 2.5 – [12–(BTD–WTI)]	if	4 < (BTD–WTI) < 12 [USD/Bbl];
BPC = WTI – 5.5 – 0.5*[4–(BTD–WTI)]	if	-4 < (BTD–WTI) < 4 [USD/Bbl];
BPC = WTI – 9.5	if	(BTD–WTI) < -4 [USD/Bbl]

This Base Price is referred to a ºAPI < 58 condensate. In case of °API > 58 an additional discount of 0.5 [USD/Bbl]   shall be applied for every °API exceeding this limit.

WTI:  Price of West Texas Intermediate, defined in Article 10.3.

BTD:  Price of Brent Dated, defined in Article 10.3.

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(2)DISCOUNTS:

Logistic Factor: LF= 7.5 [USD/Bbl].

This value is determined by the current volumes of liquid products received by ENAP in Gregorio Terminal and shall be revised in the event of substantial variations in the mentioned volumes.

Discounts due to contaminants:

Upon each sale closing, quality controls shall be performed in accordance with the provisions of the PBOC.

·Discount due to mercury content in Condensate [DMCC]:

DMCC = 2.17 [USD/Bbl] up to 6,000 ppb.

In the event of detecting values of Hg > 6,000 ppb, and additional discount of 0.3 USD/Bbl per 100 ppb or fraction exceeding 6,000 ppb shall be applied.

·Discount due to content of Water+Sediments (W&S) and/or Salinity (Salt) in Condensate. [DWSSC]

In the event of detecting values of W&S >1% and/or Salt >100 gr/m3.

DWSSC = 0.5 *(W&S–1) + 0.5 *(Salt–100)/100 [USD/Bbl]

The unit price per barrel calculated in this manner shall be applied to the total volume of Condensate determined according to the measurement procedures detailed in Articles Seven and Nine of this Contract.

10.3)Benchmarks in Crude Oil pricing: The following price indicators shall be used in this Contract:

WTI:West Texas Intermediate. If the product is delivered within the First Fifteen-day period of the month (t) (first fifteen days), for price calculation purposes, the arithmetic average of all average publications of WTI First Line shall be taken, published by Platt’s Crude Oil Marketwire during the period beginning on the 26th day of the month prior (t -1) to the delivery month until the 10th day of the delivery month (t), in [USD/bbl].

If the product is delivered within the Second Fifteen-day period of the month (t) (from the 16th day to the last day of the month), for price calculation purposes, the arithmetic average of all average publications of WTI First

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Line shall be taken, published by Platt’s Crude Oil Marketwire during the period beginning on the 11th day until the 25th day of the delivery month (t), in [USD/bbl].

BTD:Brent Dated. If the product is delivered within the First Fifteen-day period of the month (t) (first fifteen days), for price calculation purposes, arithmetic average of all average publications of Brent Dated shall be taken, published by Platt’s Crude Oil Marketwire during the period beginning on the 26th day of the month prior (t -1) to the delivery month until the 10th day of the delivery month (t), in [USD/bbl].

If the product is delivered within the Second Fifteen-day period of the month (t) (from the 16th day to the last day of the month), for price calculation purposes, the arithmetic average of all average publications of Brent Dated shall be taken, published by Platt’s Crude Oil Marketwire during the period beginning on the 11th day until the 25th day of the delivery month (t), in [USD/bbl].

10.4)Quality control of Liquid Products of Fell Block

The Parties expressly represent to have a mutual interest in achieving a reduction of mercury in the Liquid Products of Fell Block. To that effect, GEOPARK undertakes to make its best endeavors to achieve this objective.

In addition, the Parties expressly represent that the fixed Discounts due to the presence of contaminants stated for Crude Oil and Condensate in Article Ten are based on the average quality of said products recorded during 2011. Should there be a substantial and durable variation of the mentioned quality; the Parties undertake to review the mentioned Discounts.

10.5)Cost of operation and maintenance of the Truck Receiving Station at Gregorio Terminal

Liquid Products of Fell Block to be delivered by GEOPARK through the Truck Receiving Station owned by GEOPARK located at Gregorio Terminal; which effectively use TK-1001, shall be subject to payment, by GEOPARK to ENAP, of the operation and maintenance cost of said facilities (Effective Remaining Cost — CER, per its initials in Spanish), which value shall be determined in accordance with the provisions of ANNEX II to this Contract.

The pertinent amount shall be invoiced by ENAP to GEOPARK, and may be discounted by ENAP from the payments to be made on purchases of Liquid Products of Fell Block to GEOPARK.

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ELEVEN:CLOSURE, VERIFICATION, INVOICING AND PAYMENT

GEOPARK and ENAP shall execute Certificates of Verification every fifteen days which shall summarize the volumes of Liquid Products of Fell Block which have been delivered by GEOPARK to ENAP until the closing dates of the pertinent fifteen-day periods. Fifteen-day periods shall comprise from day 1 to 15 and from day 16 to the last day of the month, as the case may be.

Said Certificates of Verification drafted every fifteen days shall be prepared on the basis of the Certificates of Closure of the pertinent fifteen-day period. Certificates of Closure shall be prepared by the certifying company referred to in Clause Five and subscribed by the representatives of GEOPARK and ENAP. These certificates shall state the measurements taken from the volumes of Liquid Products of Fell Block, pursuant to the PBOC, before their transfer to ENAP. Fifteen-day Certificates of Verification approved by GEOPARK and ENAP shall be the basis for the fifteen-day period invoicing under this Contract.

Without prejudice to the foregoing, for Crude Oil and with the aim of not affecting the regular continuity of the delivery operations of Crude Oil to tank, sales closings for periods longer than the pertinent fifteen-day period can be made (Extraordinary Closure). In this case, in order to meet the commercial conditions stated in this Contract related to the Base Price, (which price is determined in fifteen-day periods), in the event that a sale closure is not made on the last day of each fifteen-day period, that day shall be used to take a measurement only as regards the volume of Crude Oil accumulated in tank with the aim of fulfilling the following provisions:

a)In the Certificate of Extraordinary Closure, the Parties (as a comment) shall record the fraction of the volume of Crude Oil pertaining to each fifteen-day period, out of the total recorded in the Certificate of Closure.

b)Each volumetric fraction shall be subject to the Base Price corresponding to the pertinent fifteen-day period in which that fraction was received.

c)As regards other factors composing the price to be paid for Crude Oil, the prices to be applied shall be the ones pertaining to and measured on the date of Extraordinary Closure.

Seller shall invoice on a fifteen-day basis the quantities pertaining to the deliveries of each fifteen-day period within a seven-day term as from the end of the pertinent fifteen-day period in accordance with the preceding Article and the provisions stated in Article Two. The invoice shall be stated in United States Dollars (hereinafter, “USD”). The invoice shall also be stated in equivalent Chilean Pesos, clearly stating the Exchange Rate applied.

The equivalent in Chilean Pesos shall be determined using the Exchange Rate reported by the Central Bank pertaining to the last day of the fifteen-day period of delivery.

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Purchaser shall pay said invoice in USD within thirty calendar days following its reception by deposit or electronic transfer to a bank account to be informed by Seller to that end.

If the payment day is a Saturday, Sunday or a non-business day in Chile, payment shall be made on the next business day. If Purchaser fails to pay any amount due at the maturity date, he shall be automatically in default by the mere expiration of the term without the need of serving in-court or out-of-court notice and the balance due shall accrue a daily interest to be calculated at a rate equal to LIBO Rate (Rate published by the Central Bank of Chile on the due date or the date immediately preceding for transactions in US dollars at thirty (30 days) plus 0.5 percentage points, divided by 360, calculated on the principal amount due as from the due date to the date of effective payment.

If Purchaser has objections as regards any invoice, he shall inform them to Seller within the period running from the date of receipt of the invoice to the payment date. The non-objected amount shall be paid on expiration of the pertinent invoice. The unpaid balance shall be revised and paid within five business days. In the event that the objection to the invoiced amount is proved to be correct, Seller shall issue the pertinent Credit Note for the objected amount. If the objection is rejected with evidence of mistake in the objection, Purchaser shall pay the difference due within 8 calendar days after the rejection plus interest for the part under objection, as described in the following paragraph.

However, in the event this controversy is not solved within a term of thirty (30) days, then, at the request of Purchaser or Seller, the controversy shall be submitted to the dispute resolution mechanism stated in Article Thirteen. In the event that such conflict is solved – by means of a final non-appealable decision or other jurisdictional equivalent- in favor of Seller, Purchaser shall pay the amount converted plus interest for the term running as from the payment’s due date, or the alleged due date, to the effective payment date with a daily interest calculated at a rate equal to LIBO Rate (Rate published by the Central Bank of Chile on the due date or the date immediately preceding for transactions in US Dollars at thirty (30 days) plus 3 percentage points divided by 360. Should the winning party be the Purchaser, Seller shall issue the pertinent Credit Note, with no interest to be charged to Purchaser as stated in the preceding paragraphs, without prejudice to the interest which may be applicable from the date of the final non-appealable decision or other jurisdictional equivalent to the date of the effective payment of the pertinent sum.

Any difference as a consequence of the application of the provisions stated in the paragraphs above shall be adjusted by the issuance by GEOPARK of Credit or Debit Notes, as the case may be, either in favor or against ENAP, respectively.

TWELVE:TAXES

Prices of Liquid Products of Fell Block of this Contract do not include Value Added Tax (V.A.T.).

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THIRTEEN:DISPUTE RESOLUTION

To all effects derived from this Contract, the Parties establish their domicile in the city and county of Santiago and submit themselves to the jurisdiction of their Ordinary Courts of Justice.

FOURTEEN:FORCE MAJEURE

a)Except for payment obligations, the Parties are discharged from performing those obligations which non-performance is precisely due to a force majeure event, for the period of time of the force majeure event subsists and prevents the Parties from performing the obligations.

b)According to Section 45 of the Civil Code, force majeure is an unexpected event which is impossible to resist, including, but not limited to acts from authorities, legal and illegal strikes, fires, sabotage acts, cataclysms and other contingencies which are out of the control of the affected party.

c)Force majeure shall not entitle the parties to demand payment of compensation from the other party and it shall not entitle the parties to excuse the performance of the remaining obligations which were not affected by the event causing the force majeure situation.

d)The party suffering from a force majeure event shall inform the other party within a term not to exceed 48 hours as from the time on which the party affected by the event becomes aware of such event; the non-affected party shall confirm receipt of notice within three (3) days.

e)For the purposes of this Contract, force majeure include serious, fortuitous and unexpected events which imply urgent repairs or service which may result in a decrease of production or may affect the storage capacity, the receipt or delivery capacity of the product for the parties.

FIFTEEN:NOTICES

Notices and communications related to this Contract shall be sent to the following addresses:

·TO THE GOVERNMENT OF CHILE

MINISTERIO DE ENERGÍA

SRS. JOSÉ ANTONIO RUIZ y HERNAN MOYA B.

ALAMEDA BERNARDO O’HIGGINS 1449, PISO 13, TORRE 2

SANTIAGO, CHILE

E-MAIL: jruiz@minenergia.cl ; hmoya@minenergia.cl

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·To Purchaser, ENAP - EMPRESA NACIONAL DEL PETRÓLEO

SR. RENÉ BENAVIDES P.

JOSÉ NOGUEIRA 1101

PUNTA ARENAS, CHILE

FAX: 56-61 228377

E-MAIL: rbenavides@mag.enap.cl

·To Seller, GEOPARK FELL SpA, to one of the following addresses indistinctively

SRS. SALVADOR HARAMBOUR P. y/o RICARDO SERPELL B.

MAIPU N° 979

PUNTA ARENAS, CHILE

FAX: 56-61 745107

E-MAIL: sharambour@geo-park.com ; rserpell@geo-park.com

SR. PEDRO AYLWIN CH.

NUESTRA SEÑORA DE LOS ANGELES 179

SANTIAGO, CHILE

FAX: 56-2-2429616

E-MAIL: paylwin@geo-park.com

SIXTEEN:OTHER TERMS AND CONDITIONS

The “BP OIL General Terms & Conditions for Sales and Purchases of Crude Oil and Petroleum Products — 2000 Edition”, (rules accepted and acknowledged by the Parties), shall be applied as long as they do not contradict the terms of this Contract which shall always prevail.

SEVENTEEN:TERM FOR CLAIMS

Claims and/or non-acceptances which ENAP and/or GEOPARK may have (Claiming Party) against the other (Party subject to Claim) related to the obligations arising from this Contract and its effects, in matters such as quantities, qualities, terms and places of delivery of Crude and/or Condensate, amounts and dates of payment, shall be informed in writing, including the specific reason within ninety (90) calendar days from the date of the claimed event or from the date on which the Claiming Party became aware of it (should the party be aware after the event takes place). Upon expiration of the mentioned term, the Claiming Party shall not be entitled to any type of claims which may derive herefrom.

It is understood that the Claiming Party complies with this requirement by the mere formal notice stated above sent with the above-mentioned term.

This time limit shall not be applied in the event that the claims are based on allegedly deceitful or fraudulent acts or events by the Party subject to Claim.

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EIGHTEEN:CONTRACT VALIDITY TERM

This Contract shall be in force from the date of execution for a period of 6 months. Upon the expiration of said term, the Contract shall be implicitly and successively extended under the agreed on conditions for 6-months terms except if one of the Parties notifies the other Party by certified letter its intention to revise or terminate the Contract. This notice shall be made at least 45 days before the expiration of the pertinent 6-months period.

Without prejudice to the foregoing, the commercial terms contained herein shall apply for the deliveries of Liquid Products of Fell Block made as from January 1, 2012, which shall mean a new appraisal of the deliveries of Crude Oil and Condensate made during the term beginning on January 1, 2012 and ending on the date of execution of this Contract.

Under no circumstances shall the term of this Contract exceed the term of the CEOP described in Article One.

NINETEEN:EARLY TERMINATION OF THE PURCHASE AND SALE CONTRACT IN FORCE

On the date hereof, the Parties hereby agree to early terminate the Purchase and Sale Contract for Condensate and Crude Oil of Fell Block in force since March 5, 2010 and its pertinent Attachments and to replace the mentioned contract with this Contract in all the relevant issues.

Said early termination shall neither affect the enforceability of the pending obligations arising from the mentioned contract, as the case may be, nor the revision of the content of contaminants in the Liquid Products of Fell Block delivered to ENAP during the enforcement of said contract, nor the claims which may arise within the context of Article Seventeen of said contract.

15

In witness whereof, the Parties execute three original counterparts of this Contract and each Party retains one original copy.

/s/ Rodrigo Álvarez
GOVERNMENT OF CHILE
Name: Rodrigo Álvarez
Title: Minister of Energy
/s/ Carlos Cabeza Faúndez
EMPRESA NACIONAL DEL PETRÓLEO
Name: Carlos Cabeza Faúndez
Title: Manager of Refining Business line
/s/ Salvador Harambour	/s/ Christian Muñoz
GEOPARK FELL SpA
Name: Salvador Harambour	Name: Christian Muñoz
Title: Director	Title: Administrative Manager

16

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

The following are the subsidiaries of GeoPark Limited.

Name	Jurisdiction of Incorporation
GeoPark Latin America Limited	Bermuda
GeoPark Argentina Limited	Bermuda
GeoPark Colombia Coõperatie U.A.	Netherlands
GeoPark Brazil Coõperatie U.A.	Netherlands
GeoPark S.A.	Chile
GeoPark Brazil S.p.A.	Chile
GeoPark Chile S.A.	Chile
GeoPark Colombia S.A.	Chile
GeoPark Fell S.p.A.	Chile
GeoPark TdF S.A.	Chile
GeoPark Magallanes Limitada	Chile
GeoPark Latin America Limited Agencia en Chile	Chile
Servicios Southern Cross Limitada	Chile
GeoPark Luna SAS	Colombia
GeoPark Colombia SAS	Colombia
GeoPark Llanos SAS	Colombia
La Luna Sucursal Colombia	Colombia
GeoPark Colombia PN SA Sucursal Colombia	Colombia
GeoPark Cuerva Sucursal Colombia	Colombia
La Luna Oil Co. Ltd.	Panama
GeoPark Colombia PN-SA	Panama
GeoPark Cuerva LLC	United States
GeoPark Argentina Limited —Argentinean Branch	Argentina
GeoPark Brazil Exploracão e Producão de Petróleo e Gás Ltda.	Brazil

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form F-1 of GeoPark Limited of our report dated July 17, 2013 relating to the consolidated financial statements of GeoPark Limited, which appears in such Registration Statement.  We also consent to the reference to us under the headings “Presentation of financial and other information”, “Summary historical financial data”, “Selected historical financial data” and “Experts” in such Registration Statement.

/s/ PRICE WATERHOUSE & CO. S.R.L.
by /s/Carlos Martin Barbafina (Partner)
	Carlos Martin Barbafina

Buenos Aires, Argentina

September 9, 2013

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of GeoPark Limited of our reports dated July 18, 2013 relating to the consolidated financial statements of Hupecol Cuerva LLC, which appear in such Registration Statement.  We also consent to the reference to us under the headings “Presentation of financial and other information” and “Experts” in such Registration Statement.

/s/PricewaterhouseCoopers Ltda.

Bogotá, Colombia

September 9, 2013

1

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of GeoPark Limited of our reports dated July 18, 2013 relating to the consolidated financial statements of La Luna Oil Co. L.T.D., which appear in such Registration Statement.  We also consent to the reference to us under the headings “Presentation of financial and other information” and “Experts” in such Registration Statement.

/s/PricewaterhouseCoopers Ltda.

Bogotá, Colombia

September 9, 2013

1

EX-23.4

Exhibit 23.4

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form F-1 of GeoPark Limited of our reports dated July 18, 2013 relating to the consolidated financial statements of Winchester Oil & Gas S.A., which appear in such Registration Statement.  We also consent to the reference to us under the headings “Presentation of financial and other information” and “Experts” in such Registration Statement.

/s/PricewaterhouseCoopers Ltda.

Bogotá, Colombia

September 9, 2013

1

EX-23.5

Exhibit 23.5

Centro Empresarial PB 370
Praia de Botafogo, 370
5º ao 8º andares - Botafogo
22250-040 - Rio de Janeiro, RJ, Brasil Tel: +55 21 3263-7000
Fax: +55 21 3263-7004
ey.com.br

Consent of independent auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 2, 2013, with respect to the financial statements of Rio das Contas Produtora de Petróleo Ltda. included in the Registration Statement and related Prospectus of Geopark Limited.

Very truly yours,

ERNST & YOUNG TERCO

Auditores Independentes S.S.

CRC - 2SP 015.199/O-6 - F - RJ

/s/ Roberto Cesar Andrade dos Santos

Roberto Cesar Andrade dos Santos

CRC - 1RJ 093.771/O-9

Uma empresa-membro da Ernst & Young Global Limited

1

EX-23.6

Exhibit 23.6

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

September 9, 2013

GeoPark Limited

Nuestra Señora de los Ángeles 179

Las Condes, Santiago, Chile

Ladies and Gentlemen:

We hereby consent to the references to DeGolyer and MacNaughton and to the inclusion of and information derived from our reports entitled “Appraisal Report as of December 31, 2012 on the Proved Reserves of Certain Petroleum Interests owned by Geopark Holdings Limited” and “Appraisal Report as of June 30, 2013 on the Proved Reserves of Certain Petroleum Interests in Brazil and Colombia owned by Geopark Holdings Limited” (our Reports) containing our opinions regarding our estimates, as of December 31, 2012, of the proved oil, condensate, and natural gas reserves of certain selected properties owned by GeoPark Holdings Limited in Argentina, Chile, and Colombia, and our opinions regarding our estimates, as of June 30, 2013, of the proved oil, condensate, and natural gas reserves of certain new properties owned by GeoPark Holdings Limited in Brazil and Colombia, respectively, as set forth under the headings “Presentation of financial and other information,” “Prospectus summary,” “Risk factors,” “Unaudited condensed combined pro forma financial data,” “Management’s discussion and analysis of financial condition and results of operations,” “Business,” “Experts,” “GeoPark Holdings Limited consolidated financial statements as of and for the year ended 31 December 2012,” and as Exhibits 99.1 and 99.3 in the Registration Statement on Form F-1 of GeoPark Limited (the Registration Statement).

We further consent to the inclusion of our two third-party letter reports dated August 28, 2013, and September 3, 2013, as Exhibits 99.2 and 99.4 in the Registration Statement. These third-party letter reports contain our opinions regarding our estimates, as of December 31, 2012, of the proved oil, condensate, and natural gas reserves of certain selected properties owned by GeoPark Holdings

Limited in Argentina, Chile, and Colombia, and our opinions regarding our estimates, as of June 30, 2013, of the proved oil, condensate, and natural gas reserves of certain new properties owned by GeoPark Holdings Limited in Brazil and Colombia, respectively.

We confirm that we have read the Registration Statement and have no reason to believe that there are any misrepresentations in the information contained therein that are derived from our Reports or that are within our knowledge as a result of the services performed by us in connection with the preparation of our Reports.

Very truly yours,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

2

EX-99.1

Exhibit 99.1

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

APPRAISAL REPORT

as of

DECEMBER 31, 2012

on the

PROVED RESERVES

of

CERTAIN PETROLEUM INTERESTS

owned by

GEOPARK HOLDINGS LIMITED

TABLE of CONTENTS

		Page
FOREWORD		1
Scope of Investigation		1
Authority		2
Source of Information		3
DEFINITION of RESERVES		4
ESTIMATION of RESERVES		10
VALUATION of RESERVES		14
SUMMARY and CONCLUSIONS		17
TABLE
Table	1  – Summary of Gross and Net Proved Reserves
Table	2  – Gross and Net Proved Reserves by Field, Chile
Table	3  – Gross and Net Proved Reserves by Field, Colombia
Table	4  – Reconciliation of Net Proved Oil and Condensate Reserves
Table	5  – Reconciliation of Net Proved Sales-Gas Reserves
Table	6  – Standardized Measure of Discounted Future Net Cash Flows and Changes Therein relating to Proved Reserves

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

APPRAISAL REPORT

as of

DECEMBER 31, 2012

on the

PROVED RESERVES

of

CERTAIN PETROLEUM INTERESTS

owned by

GEOPARK HOLDINGS LIMITED

FOREWORD

Scope of InvestigationThis report presents an appraisal, as of December 31, 2012, of the extent and value of the proved crude oil, condensate, and sales-gas reserves of certain petroleum interests in Argentina, Chile, and Colombia in which GeoPark Holdings Limited (GeoPark) has represented that it owns an interest. Oil and condensate reserves are reported in thousands of barrels and sales-gas reserves are reported in millions of cubic feet.

Estimates of proved reserves presented in this report have been prepared in compliance with the regulations promulgated by the United States Securities and Exchange Commission (SEC). These reserves definitions are discussed in detail in the Definition of Reserves section of this report.

Reserves estimated in this report are expressed as gross and net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2012. Net reserves are defined as that portion of the gross reserves attributable to GeoPark’s working interest after deducting royalties paid in-kind.

GeoPark has represented that it owns a 100-percent working interest in the fields located in the Del Mosquito, Cerro Doña Juana, and Loma Cortaderal Blocks in Argentina and in the fields located in Chile

(Fell Block). For the fields located in Colombia, GeoPark has represented that during 2012 it acquired a 100-percent working interest in the La Cuerva Block, a 54.5-percent working interest in the Carupana field a 75-percent working interest in the Yamu field, a 10-percent working interest in the Llanos Block 32, and a 45-percent working interest in the Llanos Block 34 in Colombia.

This report presents values that were estimated for proved reserves using prices and costs as of the date the estimate was made. In this report, the prices and costs are held constant for the life of the properties. An explanation of the price and cost assumptions is included in the Valuation of Reserves section of this report.

Values shown in this report are expressed in terms of future net revenue and net present worth. Future net revenue is defined as the revenue attributable to the interests of GeoPark after deducting direct operating expenses, capital costs, taxes, and cash royalties. Operating expenses include field operating expenses, transportation expenses, compression charges, and an allocation of overhead that directly relates to production activities. Capital costs include such items as wells, pipelines, production facilities and compressors. Future income tax expenses were taken into account by determining the appropriate host country taxes to be paid. Net present worth is defined as the future net revenue derived from the proved reserves discounted at a specified arbitrary discount rate over the expected period of realization.

Estimates of oil, condensate, and sales-gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Authority	This report was authorized by
	James F. Park, Chief Executive Officer,
	GeoPark.

2

Source of InformationInformation used in the preparation of this report was obtained from GeoPark. In the preparation of this report we have relied, without independent verification, upon such information furnished by GeoPark, with respect to the property interests, current costs of operation and development, current prices for production, agreements relating to future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

3

DEFINITION of RESERVES

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves — Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience,

4

engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Probable reserves — Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

5

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (iv) and (vi) of the definition of possible reserves.

Possible reserves — Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and

6

engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (iii) of the proved oil and gas definition, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

7

Developed oil and gas reserves — Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves — Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be reclassified as proved reserves is dependent upon future

8

drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

9

ESTIMATION of RESERVES

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps and isopach maps were used to estimate reservoir volumes. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP and OGIP.

For those fields where the volumetric method was applied, estimates of ultimate recovery were obtained by applying recovery factors to OOIP and OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the reservoirs, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rates, reservoir pressures, and gas-oil ratio (GOR) behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production.

10

In certain cases, when the previously named methods could not be used, reserves were estimated by analogy with similar wells, reservoirs, or fields for which more complete data were available.

The proved reserves forecasts contained herein terminate at the economic limit, as defined in the Definition of Reserves section of this report, or at the end of the concession life, whichever occurs first.

Data available through December 31, 2012, on the appraised properties were used to prepare the estimates shown herein. Gross production through December 31, 2012, was deducted from gross ultimate recovery to arrive at estimates of gross reserves.

Gas quantities included herein are sales-gas quantities expressed at a temperature base of 59 degrees Fahrenheit (°F) and a pressure base of 14.696 pounds per square inch absolute (psia) for the fields in Argentina, a temperature base of zero degrees Celsius (°C) and a pressure base of 1 kilogram per square centimeter (kg/cm2) for the fields in Chile, and a temperature base of 60 °F and a pressure base of 14.7 psia for the fields in Colombia. Sales gas is defined as the gas to be delivered to a pipeline inlet after deductions for separation, fuel usage and flare, the removal of condensate recovered from low temperature separation, and the removal of carbon dioxide, nitrogen, and water content as specified in the gas sales agreements.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Crude oil reserves are to be recovered by conventional field operations.

All mature producing fields and reservoirs were evaluated using production-performance techniques.

Future oil and gas producing rates estimated for this report were based on production rates considering the most recent figures available or, in certain cases, were based on estimates provided by GeoPark. The rates used for future production are rates that are within the capacity of the well or reservoir to produce, based on available data.

The gas produced from the Fell Block (Chile) is being sold to a nearby methanol plant owned by Methanex Corporation

11

(Methanex). Methanex has stated that there will be a temporary shutdown of the plant, starting in March 2013, due to low inlet feed-gas volumes. Methanex expects to reopen the plant later in the year. The estimated reserves and gas deliverability schedule for the evaluation of Fell Block in this report are based on the following assumptions as represented by GeoPark:

1.GeoPark has represented that Methanex plans to redesign the plant during the 2013 shutdown to handle a minimum gas feed rate of 21 million cubic feet per day (MMcf/d), reduced from the current level of about 45 MMcf/d. This gas rate reduction would allow continuous plant operation with current levels of gas production.

2.GeoPark has provided documentation from Methanex stating that Methanex will take the current 2013 committed and contracted gas volume of 7 million cubic feet per day (MMcf/d) and that excess produced gas may be purchased by Empresa Nacional Del Petroleo (ENAP).

3.GeoPark has further represented that ENAP intends on taking at least 7 MMcf/d of GeoPark gas during any future plant shutdowns. This is primarily to maintain the oil fields production and oil sales to ENAP. In addition, GeoPark represents that ENAP plans to commit to a long-term agreement to purchase Fell Block gas for its expected future shortfalls (ranging from 5 to 10 MMcf/d during the summer up to 15 MMcf/d during peak winter months).

Based on the above GeoPark representations, the estimated Fell Block reserves and gas deliverability included in this report allows gas to be produced at full rates (30 to 70 MMcf/d) starting in 2014 (after reduction in 2013 due to the shutdown). When the gas rate declines below the redesigned minimum plant feed gas level, field production will be adjusted to an expected gas take as offered by ENAP for the remainder of the productive life. The lower future production levels cause a significant amount of future gas production to be uneconomic, thus reducing the estimated Fell Block gas reserves.

There are no reserves estimated for the Argentine fields at this time. This is due to the uneconomic status of current operations and proximity to the end of concession for these fields which does not allow for future capital investment of the fields.

12

The estimated GeoPark gross and net proved reserves for the properties evaluated in this report, as of December 31, 2012, are summarized as follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

	Proved Developed				Proved Undeveloped				Total Proved
	Oil and Condensate (Mbbl)		Sales Gas (MMcf)		Oil and Condensate (Mbbl)		Sales Gas (MMcf)		Oil and Condensate (Mbbl)		Sales Gas (MMcf)
	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net
Argentina	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Chile	2,104.8	2,104.8	12,768	12,768	3,153.3	3,153.3	16,813	16,813	5,258.1	5,258.1	29,581	29,581
Colombia	3,513.0	2,008.6	0	0	9,560.0	4,618.4	0	0	13,073.0	6,627.0	0	0
Total	5,617.8	4,113.4	12,768	12,768	12,713.3	7,771.7	16,813	16,813	18,331.1	11,885.1	29,581	29,581

Note: The estimates above include the 20-percent minority share not owned by GeoPark.

Table 1 presents a summary of the gross and net proved reserves. Table 2 presents the gross and net proved reserves for Chile by block and field. Table 3 presents the gross and net proved reserves for Colombia by block and field. Reconciliations of net proved oil and condensate reserves and sales-gas reserves, as of December 31, 2012, are shown in Tables 4 and 5, respectively.

13

VALUATION of RESERVES

This report has been prepared using price and cost assumptions specified by GeoPark. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB).

Revenue values in this report have been estimated for certain properties in accordance with the terms of the relevant concession agreement. Discussion of the relevant economic parameters follows:

Oil and Condensate Prices

GeoPark has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. For the fields located in Chile the 12-month average adjusted product price was U.S.$85.42 per barrel for crude oil based on a 12-month average West Texas Intermediate benchmark price of U.S.$94.84 per barrel. For the fields located in Colombia the 12-month average adjusted product price was U.S.$74.18 per barrel for crude oil based on a 12-month average Vasconia benchmark price of U.S.$106.34 per barrel. GeoPark supplied differentials by field to the benchmark product prices, and the prices were held constant thereafter.

Natural Gas Prices

GeoPark has represented that the natural gas prices are defined by contractual agreements based on specific market conditions. GeoPark has further represented that the average product price for the fields located in Chile was U.S.$4.04 per thousand cubic feet (Mcf), and the prices were held constant for the lives of the properties.

14

Operating Expenses and Capital Costs

Estimates of operating expenses and capital costs were based on data provided by GeoPark. Estimates of future costs may vary from estimates provided by GeoPark in order to conform to specific reserves cases. Future operating expense and capital cost estimates were not adjusted for the effects of inflation.

Abandonment Costs

Abandonment costs were estimated based on data provided by GeoPark.

Colombian and Chilean Income Taxes

As advised by GeoPark, Colombian income taxes are paid at a statutory rate of 33 percent. For the Fell Block, normally GeoPark would be subject to a 35-percent Chilean corporate income tax rate. However, Geopark has stated that it receives a reduced tax rate due to a special clause in the Fell Block Licence Operating Contract (CEOP) between GeoPark and the Government of Chile. Therefore, at the request of GeoPark, a 15-percent corporate tax rate for the Fell Block has been used for this evaluation. These liabilities have been considered in this evaluation.

Exchange Rate

Future net revenue has been estimated using U.S. dollars. No conversion to or from other currencies has been made.

15

The estimated future net revenue and net present worth of the future net revenue at a discount rate of 10 percent for the proved developed and total proved reserves by country, as of December 31, 2012, are presented below in thousands of U.S. dollars (M U.S.$):

	Proved Developed		Total Proved
	Future Net Revenue (M U.S.$)	Net Present Worth at 10 Percent (M U.S.$)	Future Net Revenue (M U.S.$)	Net Present Worth at 10 Percent (M U.S.$)
Argentina	0	0	0	0
Chile	124,466	113,413	239,804	202,449
Colombia	38,199	34,795	165,059	133,645
Total	162,665	148,208	404,863	336,094

Note:  The estimates above include the 20-percent minority share not owned by GeoPark.

Standardized measure of discounted future net cash flows (SMV) and changes therein relating to proved reserves, as of December 31, 2012, are shown in Table 6. The SMV is the net present worth discounted at 10 percent.

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil, condensate, natural gas liquids, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 through 932-235-50-9, 932-235-50-30, and 932-235-50-31 of the Accounting Standards Update 932-235-50, Extractive Industries — Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4–10(a) (1)–(32) of Regulation S–X and Rules 302(b), 1201, and 1202(a) (1), (2), (3), (4), (8)(i), (ii), and (v)–(x) and 1203(a) of Regulation S–K of the Securities and Exchange Commission.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

16

SUMMARY and CONCLUSIONS

The estimated proved developed, proved undeveloped, and total proved oil, condensate, and sales-gas reserves, as of December 31, 2012, of certain fields attributable to the interests of GeoPark and located in Argentina, Chile, and Colombia are summarized as follows, expressed in millions of cubic feet (MMcf) or thousands of barrels (Mbbl):

	Net Reserves
	Oil and Condensate (Mbbl)	Sales Gas (MMcf)
Proved Developed	4,113.4	12,768
Proved Undeveloped	7,771.7	16,813
Total Proved	11,885.1	29,581

Note:  The estimates above include the 20-percent minority share not owned by GeoPark.

Estimates of the net present worth derived from the proved developed and total proved reserves of GeoPark’s net petroleum interests, as of December 31, 2012, discounted at a rate of 10 percent and expressed in thousands of U.S. dollars (M U.S.$), are presented in the following table:

	Net Present Worth at 10 Percent (M U.S.$)
Proved Developed	148,208
Total Proved	336,094

Note:  The estimates above include the 20-percent minority share not owned by GeoPark.

	Submitted,
	/s/ DeGOLYER and MacNAUGHTON
	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716
SIGNED: June 28, 2013
	/s/ Thomas C. Pence, P.E.
	Thomas C. Pence, P.E.
	Senior Vice President
	DeGolyer and MacNaughton
[SEAL]

17

TABLE 1
SUMMARY of GROSS and NET PROVED RESERVES
as of
DECEMBER 31, 2012
for
CERTAIN FIELDS
in
ARGENTINA, CHILE, and COLOMBIA
with interests owned by
GEOPARK HOLDINGS LIMITED

	Proved Developed				Proved Undeveloped				Total Proved
	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net
	Oil and	Oil and	Sales	Sales	Oil and	Oil and	Sales	Sales	Oil and	Oil and	Sales	Sales
	Condensate	Condensate	Gas	Gas	Condensate	Condensate	Gas	Gas	Condensate	Condensate	Gas	Gas
Country	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)
Argentina	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Chile	2,104.8	2,104.8	12,768	12,768	3,153.3	3,153.3	16,813	16,813	5,258.1	5,258.1	29,581	29,581
Colombia	3,513.0	2,008.6	0	0	9,560.0	4,618.4	0	0	13,073.0	6,627.0	0	0
Total	5,617.8	4,113.4	12,768	12,768	12,713.3	7,771.7	16,813	16,813	18,331.1	11,885.1	29,581	29,581

Note: The estimates above include the 20-percent minority share not owned by GeoPark.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 2 GROSS and NET PROVED RESERVES by FIELD as of DECEMBER 31, 2012 for CERTAIN FIELDS in CHILE with interests owned by GEOPARK HOLDINGS LIMITED

	Proved Developed				Proved Undeveloped				Total Proved
	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net
	Oil and	Oil and	Sales	Sales	Oil and	Oil and	Sales	Sales	Oil and	Oil and	Sales	Sales
Block	Condensate	Condensate	Gas	Gas	Condensate	Condensate	Gas	Gas	Condensate	Condensate	Gas	Gas
Field	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)
Fell
Alakaluf	80.1	80.1	630	630	268.7	268.7	1,136	1,136	348.8	348.8	1,766	1,766
Aonikenk	0.3	0.3	19	19	18.9	18.9	601	601	19.2	19.2	620	620
Aonikenk - Sur	5.3	5.3	104	104	9.4	9.4	203	203	14.7	14.7	307	307
Bump Hill	55.3	55.3	0	0	93.9	93.9	0	0	149.2	149.2	0	0
Cerro Iturbe	4.0	4.0	1,094	1,094	4.2	4.2	691	691	8.2	8.2	1,785	1,785
Cerro Sutlej	1.0	1.0	242	242	0.0	0.0	0	0	1.0	1.0	242	242
Copihue	36.2	36.2	260	260	141.3	141.3	41	41	177.5	177.5	301	301
Dicky	1.1	1.1	612	612	15.4	15.4	1,987	1,987	16.5	16.5	2,599	2,599
Dicky Oeste	0.0	0.0	38	38	7.4	7.4	1,126	1,126	7.4	7.4	1,164	1,164
Estancia Zunilda	0.3	0.3	31	31	0.0	0.0	0	0	0.3	0.3	31	31
Faro	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Guanaco	245.9	245.9	129	129	567.7	567.7	194	194	813.6	813.6	323	323
Kimiri Aike	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Kimiri Aike Norte	0.0	0.0	0	0	45.7	45.7	563	563	45.7	45.7	563	563
Kiuaku	0.1	0.1	16	16	0.0	0.0	0	0	0.1	0.1	16	16
Konawentru	1,187.1	1,187.1	304	304	836.9	836.9	160	160	2,024.0	2,024.0	464	464
Maku	1.9	1.9	180	180	0.0	0.0	0	0	1.9	1.9	180	180
Manekenk	5.5	5.5	131	131	15.9	15.9	1,092	1,092	21.4	21.4	1,223	1,223
Martin	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Mogote	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Molino	0.0	0.0	37	37	0.6	0.6	1,268	1,268	0.6	0.6	1,305	1,305
Monte Aymond	25.0	25.0	2,438	2,438	254.7	254.7	1,488	1,488	279.7	279.7	3,926	3,926
Monte Aymond Tertiary	0.0	0.0	1,558	1,558	0.0	0.0	0	0	0.0	0.0	1,558	1,558
Monte Aymond Oeste	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Munición Oeste	0.0	0.0	0	0	93.5	93.5	51	51	93.5	93.5	51	51
Murtilla - Dorado Norte	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Nika	3.4	3.4	426	426	0.0	0.0	0	0	3.4	3.4	426	426
Nika Oeste	2.1	2.1	98	98	0.0	0.0	0	0	2.1	2.1	98	98
Nika Sur	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Ovejero	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Pampa	0.0	0.0	0	0	27.4	27.4	2,080	2,080	27.4	27.4	2,080	2,080
Pampa Larga	7.5	7.5	3,550	3,550	275.1	275.1	701	701	282.6	282.6	4,251	4,251
Puesto Ranger	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Punta Delgada Norte	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Punta Delgada Oeste	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
San Miguel	0.3	0.3	43	43	13.0	13.0	1,816	1,816	13.3	13.3	1,859	1,859
Santiago Norte	5.4	5.4	580	580	20.9	20.9	1,402	1,402	26.3	26.3	1,982	1,982
Santiago Norte Area	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Sauce	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Selknam	0.0	0.0	0	0	67.0	67.0	89	89	67.0	67.0	89	89
Tetera	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Williche	7.1	7.1	0	0	0.0	0.0	0	0	7.1	7.1	0	0
Yagan	234.5	234.5	138	138	0.0	0.0	0	0	234.5	234.5	138	138
Yagan Norte	195.4	195.4	110	110	375.7	375.7	124	124	571.1	571.1	234	234
Total	2,104.8	2,104.8	12,768	12,768	3,153.3	3,153.3	16,813	16,813	5,258.1	5,258.1	29,581	29,581

Note: The estimates above include the 20-percent minority share not owned by GeoPark.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 3 GROSS and NET PROVED RESERVES by FIELD as of DECEMBER 31, 2012 for CERTAIN FIELDS in COLOMBIA with interests owned by GEOPARK HOLDINGS LIMITED

	Proved Developed				Proved Undeveloped				Total Proved
	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net
	Oil and	Oil and	Sales	Sales	Oil and	Oil and	Sales	Sales	Oil and	Oil and	Sales	Sales
Block	Condensate	Condensate	Gas	Gas	Condensate	Condensate	Gas	Gas	Condensate	Condensate	Gas	Gas
Field	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)	(Mbbl)	(Mbbl)	(MMcf)	(MMcf)
La Cuerva	1,149.0	1,057.0	0	0	1,277.0	1,176.0	0	0	2,426.0	2,233.0	0	0
Yamu
Carupana	546.0	273.7	0	0	0.0	0.0	0	0	546.0	273.7	0	0
Yamu	56.0	38.6	0	0	169.0	116.6	0	0	225.0	155.2	0	0
Total Yamu Block	602.0	312.3	0	0	169.0	116.6	0	0	771.0	428.9	0	0
Llanos Block 32
Maniceno	260.0	23.7	0	0	0.0	0.0	0	0	260.0	23.7	0	0
Samaria	0.0	0.0	0	0	0.0	0.0	0	0	0.0	0.0	0	0
Total Llanos Block 32	260.0	23.7	0	0	0.0	0.0	0	0	260.0	23.7	0	0
Llanos Block 34
Max	225.0	92.2	0	0	2,570.0	1,053.5	0	0	2,795.0	1,145.7	0	0
Tua	1,277.0	523.4	0	0	5,544.0	2,272.3	0	0	6,821.0	2,795.7	0	0
Total Llanos Block 34	1,502.0	615.6	0	0	8,114.0	3,325.8	0	0	9,616.0	3,941.4	0	0
Grand Total	3,513.0	2,008.6	0	0	9,560.0	4,618.4	0	0	13,073.0	6,627.0	0	0

Note: The estimates above include the 20-percent minority share not owned by GeoPark.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 4 RECONCILIATION of NET PROVED OIL and CONDENSATE RESERVES as of DECEMBER 31, 2012 for CERTAIN PROPERTIES in CHILE and COLOMBIA with interests owned by GEOPARK HOLDINGS LIMITED

	Total Proved
	Chile		Colombia		Total
	(Mbbl)		(Mbbl)		(Mbbl)
Proved Developed and Undeveloped Reserves as of December 31, 2011	5,254.1		0.0		5,254.1
Revisions	(1,250.8	)	0.0		(1,250.8	)
Improved Recovery	0.0		0.0		0.0
Purchases or (Sales) of minerals in place	0.0		7,522.8		7,522.8
Extensions and discoveries	2,670.0		0.0		2,670.0
Annual production	(1,415.2	)	(895.8	)	(2,311.0	)
Proved Developed and Undeveloped Reserves as of December 31, 2012	5,258.1		6,627.0		11,885.1
Proved Developed Reserves
December 31, 2011	2,133.2		0.0		2,133.2
December 31, 2012	2,104.8		2,008.6		4,113.4

Notes:

1. The Colombian properties were acquired during 2012.

2. The estimates above include the 20-percent minority share not owned by GeoPark.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 5 RECONCILIATION of NET PROVED SALES-GAS RESERVES as of DECEMBER 31, 2012 for CERTAIN PROPERTIES in CHILE and COLOMBIA with interests owned by GEOPARK HOLDINGS LIMITED

	Total Proved
	Chile		Colombia	Total
	(MMcf)		(MMcf)	(MMcf)
Proved Developed and Undeveloped Reserves as of December 31, 2011	57,157		0	57,157
Revisions	(21,860	)	0	(21,860	)
Improved Recovery	0		0	0
Purchases or (Sales) of minerals in place	0		0	0
Extensions and discoveries	2,256		0	2,256
Annual production	(7,972	)	0	(7,972	)
Proved Developed and Undeveloped Reserves as of December 31, 2012	29,581		0	29,581
Proved Developed Reserves
December 31, 2011	24,476		0	24,476
December 31, 2012	12,768		0	12,768

Notes:

1. The Colombian properties were acquired during 2012.

2. The estimates above include the 20-percent minority share not owned by GeoPark.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

TABLE 6 STANDARDIZED MEASURE of DISCOUNTED FUTURE NET CASH FLOWS and CHANGES THEREIN relating to PROVED RESERVES as of DECEMBER 31, 2012 for CERTAIN PROPERTIES in CHILE and COLOMBIA with interests owned by GEOPARK HOLDINGS LIMITED

	Total Proved
	Chile		Colombia		Total
	(M U.S.$)		(M U.S.$)		(M U.S.$)
Future cash inflows	568,647		491,578		1,060,225
Future production costs	135,525		181,780		317,305
Future development costs	149,100		45,966		195,066
Future income tax expenses	44,218		98,773		142,991
Future net cash flows	239,804		165,059		404,863
10% annual discount for estimated timing of cash flows	(37,355	)	(31,414	)	(68,769	)
Standardized measure of discounted future net cash flows	202,449		133,645		336,094
The following are the principal sources of change in the standardized measure of discounted future net cash flows during 2012 (All values are in M U.S.$):
Standardized Measure December 31, 2011	285,603		0		285,603
Sales and transfers of oil and gas produced, net of production costs	(110,331	)	(10,015	)	(120,346	)
Net changes in prices and production costs	45,100		0		45,100
Extensions, discoveries and improved recovery	108,768				108,768
Development costs incurred during the period	57,055		0		57,055
Revisions of previous quantity estimates	(174,757	)	0		(174,757	)
Change in estimated development costs	(73,255	)	0		(73,255	)
Purchase or (Sales) of Minerals in Place	0		143,660		143,660
Accretion of discount	36,215		0		36,215
Net change in income taxes	23,250		0		23,250
Other	4,801		0		4,801
Standardized Measure December 31, 2012	202,449		133,645		336,094
Discounted future net cash flows at 10 percent before corporate income tax expenses	239,460		207,879		447,339

Notes:

1. “Other” includes factors such as exchange rate variations and estimation errors (2012 actual vs. estimated forecasts).

2. The Colombian properties were acquired during 2012.

3. The estimates above include the 20-percent minority share not owned by GeoPark.

4. Future income tax expenses includes Windfall Profits Tax paid in Colombia.

5. At GeoPark’s request, the discounted future net cash flows at 10 percent before corporate income tax expenses has been presented in the table above.

These data accompany the report of DeGolyer and MacNaughton and are subject to its specific conditions.

EX-99.2

Exhibit 99.2

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

August 28, 2013

GeoPark Holdings Limited

Florida 851, Piso 1

Buenos Aires, Argentina

Ladies and Gentlemen:

Pursuant to your request, we have conducted a reserves evaluation of the net proved crude oil, condensate, and sales-gas reserves, as of December 31, 2012, of certain selected properties in Argentina, Chile, and Colombia owned by GeoPark Holdings Limited (GeoPark). This evaluation was completed on August 28, 2013. GeoPark has represented that these properties account for 100 percent on a net equivalent barrel basis of GeoPark’s net proved reserves as of December 31, 2012. These reserves represent 98 percent of properties operated by GeoPark. The net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the Securities and Exchange Commission (SEC) of the United States. This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S-K and is to be used for inclusion in certain SEC filings by GeoPark.

Reserves included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31, 2012. Net reserves are defined as that portion of the gross reserves attributable to GeoPark’s working interest after deducting royalties paid in kind. GeoPark has advised that its government royalty obligation in Chile is paid in cash; therefore, net reserves in Chile have not been reduced in consideration of this royalty obligation. Geopark has also advised that its government royalty obligation in Colombia is paid in kind; therefore, net reserves in Colombia have been reduced in consideration of this royalty obligation.

Estimates of oil, condensate, and sales-gas reserves should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Data used in this evaluation were obtained from reviews with GeoPark personnel, from GeoPark files, from records on file with the appropriate regulatory agencies, and from public sources. In the preparation of this report we have relied, without independent verification, upon such information furnished by GeoPark with respect to property interests, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

Methodology and Procedures

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and the original gas in place (OGIP). Structure and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material balance and other engineering methods were used to estimate OOIP or OGIP.

2

Estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production or to the limit of the production licenses as appropriate.

Gas quantities included herein are sales-gas quantities expressed at a temperature base of 59 degrees Fahrenheit (°F) and a pressure base of 14.696 pounds per square inch absolute (psia) for the fields in Argentina, a temperature base of zero degrees Celsius (°C) and a pressure base of 1 kilogram per square centimeter (kg/cm2) for the fields in Chile, and a temperature base of 60 °F and a pressure base of 14.7 psia for the fields in Colombia. Sales gas is defined as the gas to be delivered to a pipeline inlet after deductions for separation, fuel usage and flare, the removal of condensate recovered from low temperature separation, and the removal of carbon dioxide, nitrogen, and water content as specified in the gas sales agreements.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Oil and condensate reserves are to be recovered by conventional field operations.

Definition of Reserves

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4–10(a) (1)–(32) of Regulation S–X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current

3

regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves — Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and

4

reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves — Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

5

Undeveloped oil and gas reserves — Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4–10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

Primary Economic Assumptions

The following economic assumptions were used for estimating existing and future prices and costs:

Oil and Condensate Prices

GeoPark has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. For the fields located in Chile, the

6

12-month average adjusted product price was U.S.$85.42 per barrel for crude oil, based on a 12-month average West Texas Intermediate benchmark price of U.S.$94.84 per barrel. For the fields located in Colombia, the 12-month average adjusted product price was U.S.$74.18 per barrel for crude oil, based on a 12-month average Vasconia benchmark price of U.S.$106.34 per barrel. GeoPark supplied differentials by field to the benchmark product prices, and the prices were held constant thereafter.

Natural Gas Prices

GeoPark has represented that the natural gas prices were defined by contractual arrangements based on specific market conditions. The average adjusted product price for the fields located in Chile, provided by GeoPark, was U.S.$4.04 per thousand cubic feet (Mcf), and the prices were held constant thereafter.

Operating Expenses and Capital Costs

Operating expenses and capital costs, based on information provided by GeoPark, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the December 31, 2012, estimated proved oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

7

Our estimates of GeoPark’s net proved reserves attributable to the reviewed properties are based on the definitions of proved reserves of the SEC and are as follows, expressed in thousands of barrels (Mbbl), millions of cubic feet (MMcf), and millions of barrels of oil equivalent (MMboe):

	Estimated by DeGolyer and MacNaughton Net Proved Reserves as of December 31, 2012
	Oil and Condensate (Mbbl)	Sales Gas (MMcf)	Oil Equivalent (MMboe)
Argentina
Proved Developed	0.0	0	0.0
Proved Undeveloped	0.0	0	0.0
Total Argentina	0.0	0	0.0
Chile
Proved Developed	2,104.8	12,768	4.2
Proved Undeveloped	3,153.3	16,813	6.0
Total Chile	5,258.1	29,581	10.2
Colombia
Proved Developed	2,008.6	0	2.0
Proved Undeveloped	4,618.4	0	4.6
Total Colombia	6,627.0	0	6.6
Total Proved	11,885.1	29,581	16.8

Notes:

1.Gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2.The estimates above include the 20-percent minority share not owned by GeoPark.

In our opinion, the information relating to estimated proved reserves of oil, condensate, natural gas liquids, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 and 932-235-50-6 through 932-235-50-9 of the Accounting Standards Update 932-235-50, Extractive Industries — Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4—10(a) (1)—(32) of Regulation S—X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S—K of the Securities and Exchange Commission; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.

8

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in GeoPark. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of GeoPark. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.

	Submitted,
	/s/ DeGolyer and MacNaughton
	DeGOLYER and MacNAUGHTON
	Texas Registerd Engineering Firm F-716
	/s/ Thomas C. Pence, P.E.
	Thomas C. Pence, P.E.
[SEAL]	Senior Vice President
	DeGolyer and MacNaughton

9

CERTIFICATE of QUALIFICATION

I, Thomas C. Pence, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

1.That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to GeoPark dated August 28, 2013, and that I, as Senior Vice President, was responsible for the preparation of this report.

2.That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1982; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers; and that I have in excess of 30 years of experience in oil and gas reservoir studies and reserves evaluations.

/s/ Thomas C. Pence, P.E.

Thomas C. Pence, P.E.

Senior Vice President

DeGolyer and MacNaughton

EX-99.3

Exhibit 99.3

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

APPRAISAL REPORT

as of

JUNE 30, 2013

on the

PROVED RESERVES

of

CERTAIN PETROLEUM INTERESTS

in

BRAZIL and COLOMBIA

owned by

GEOPARK HOLDINGS LIMITED

TABLE of CONTENTS

	Page
FOREWORD	1
Scope of Investigation	1
Authority	2
Source of Information	3
DEFINITION of RESERVES	4
ESTIMATION of RESERVES	9
VALUATION of RESERVES	12
SUMMARY and CONCLUSIONS	17

TABLE

Table          1   —   Summary of Gross and Net Proved Reserves

Table          2   —   Gross and Net Proved Reserves by Field, Brazil

Table          3   —   Gross and Net Proved Reserves by Field, Colombia

Table          4   —   Standardized Measure of Discounted Future Net Cash Flows relating to Proved Reserves

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

APPRAISAL REPORT

as of

JUNE 30, 2013

on the

PROVED RESERVES

of

CERTAIN PETROLEUM INTERESTS

in

BRAZIL and COLOMBIA

owned by

GEOPARK HOLDINGS LIMITED

FOREWORD

Scope of InvestigationThis report presents an appraisal, as of June 30, 2013, of the extent and value of the proved crude oil, condensate, and sales-gas reserves of certain petroleum interests in Brazil and Colombia in which GeoPark Holdings Limited (GeoPark) has represented that it owns an interest.

The properties included in this appraisal are the Manati field in Brazil (acquired in 2013) and two new 2013 discoveries in Colombia (the Tarotaro and Potrillo fields).

Estimates of proved reserves presented in this report have been prepared in compliance with the regulations promulgated by the United States Securities and Exchange Commission (SEC). These reserves definitions are discussed in detail in the Definition of Reserves section of this report.

Reserves estimated in this report are expressed as gross and net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after June 30, 2013. Net reserves are defined as that portion of the gross reserves attributable to GeoPark’s working interest after deducting royalties paid in-kind. GeoPark has advised that its

government royalty obligation in Brazil is paid in cash; therefore, net reserves in Brazil have not been reduced in consideration of this royalty obligation. GeoPark has also advised that its government royalty obligation in Colombia is paid in kind; therefore, net reserves in Colombia have been reduced in consideration of this royalty obligation.

GeoPark has represented that it owns a 10-percent working interest in the Manati field in Brazil. For the fields located in Colombia, GeoPark has represented that it owns a 75-percent working interest in the Potrillo field and a 45-percent working interest in the Tarotaro field.

This report presents values that were estimated for proved reserves using prices and costs provided by GeoPark. An explanation of the price and cost assumptions is included in the Valuation of Reserves section of this report.

Values shown in this report are expressed in terms of future net revenue and net present worth. Future net revenue is defined as the revenue attributable to the interests of GeoPark after deducting direct operating expenses, capital costs, taxes, and cash royalties. Operating expenses include field operating expenses, transportation expenses, compression charges, and an allocation of overhead that directly relates to production activities. Capital costs include such items as wells, pipelines, production facilities and compressors. Future income tax expenses were taken into account by determining the appropriate host country taxes to be paid. Net present worth is defined as the future net revenue derived from the proved reserves discounted at a specified arbitrary discount rate over the expected period of realization.

Estimates of oil, condensate, and sales-gas reserves and future net revenue should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves and revenue estimates based on that information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

AuthorityThis report was authorized by James F. Park, Chief Executive Officer, GeoPark.

2

Source of InformationInformation used in the preparation of this report was obtained from GeoPark. In the preparation of this report we have relied, without independent verification, upon such information furnished by GeoPark, with respect to the property interests, current costs of operation and development, current prices for production, agreements relating to future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

3

DEFINITION of RESERVES

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4—10(a) (1)—(32) of Regulation S—X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves — Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

4

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Probable reserves — Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

5

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (iv) and (vi) of the definition of possible reserves.

Possible reserves — Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i) When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.

(ii) Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.

(iii) Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

(iv) The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are

6

clearly documented, including comparisons to results in successful similar projects.

(v) Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

(vi) Pursuant to paragraph (iii) of the proved oil and gas definition, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

Developed oil and gas reserves — Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves — Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

7

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4—10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

The extent to which probable and possible reserves ultimately may be reclassified as proved reserves is dependent upon future drilling, testing, and well performance. The degree of risk to be applied in evaluating probable and possible reserves is influenced by economic and technological factors as well as the time element. No probable or possible reserves have been evaluated for this report.

8

ESTIMATION of RESERVES

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and original gas in place (OGIP). Structure maps and isopach maps were used to estimate reservoir volumes. Electrical logs, radioactivity logs, core analyses, and other available data were us ed to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material-balance and other engineering methods were used to estimate OOIP and OGIP.

For those fields where the volumetric method was applied, estimates of ultimate recovery were obtained by applying recovery factors to OOIP and OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the reservoirs, and the production histories. When applicable, material-balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rates, reservoir pressures, and gas-oil ratio (GOR) behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production.

In certain cases, when the previously named methods could not be used, reserves were estimated by analogy with similar wells, reservoirs, or fields for which more complete data were available.

9

The proved reserves forecasts contained herein terminate at the economic limit, as defined in the Definition of Reserves section of this report, or at the end of the concession life, whichever occurs first.

Data available through June 30, 2013, on the appraised properties were used to prepare the estimates shown herein. Gross production through June 30, 2013, was deducted from gross ultimate recovery to arrive at estimates of gross reserves.

Gas quantities included herein are sales-gas quantities expressed at a temperature base of 20 degrees Celsius (°C) and a pressure base of 1 atmosphere for the Manati field in Brazil, and a temperature base of 60 °F and a pressure base of 14.7 pounds per square inch absolute (psia) for the fields in Colombia. Sales gas is defined as the gas to be delivered to a pipeline inlet after deductions for separation, fuel usage and flare, the removal of condensate recovered from low temperature separation, and the removal of carbon dioxide, nitrogen, and water content as specified in the gas sales agreements.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Crude oil reserves are to be recovered by conventional field operations.

All mature producing fields and reservoirs were evaluated using production-performance techniques.

Future oil and gas producing rates estimated for this report were based on production rates considering the most recent figures available or, in certain cases, were based on estimates provided by GeoPark. The rates used for future production are rates that are within the capacity of the well or reservoir to produce, based on available data.

The estimated GeoPark gross and net proved reserves for the properties evaluated in this report, as of June 30, 2013, are summarized as follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

	Proved Developed				Proved Undeveloped				Total Proved
	Oil and Condensate (Mbbl)		Sales Gas (MMcf)		Oil and Condensate (Mbbl)		Sales Gas (MMcf)		Oil and Condensate (Mbbl)		Sales Gas (MMcf)
	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net	Gross	Net
Brazil	710.0	71.0	277,940	27,794	530.0	53.0	202,730	20,273	1,240.0	124.0	480,670	48,067
Colombia	1,497.0	649.2	0	0	4,087.0	1,702.8	0	0	5,584.0	2,352.0	0	0
Total	2,207.0	720.2	277,940	27,794	4,617.0	1,755.8	202,730	20,273	6,824.0	2,476.0	480,670	48,067

10

Note: The estimates above for Colombia include the 20-percent minority share not owned by GeoPark.

Table 1 presents a summary of the gross and net proved reserves. Table 2 presents the gross and net proved reserves for Brazil by block and field. Table 3 presents the gross and net proved reserves for Colombia by block and field.

11

VALUATION of RESERVES

This report has been prepared using price and cost assumptions specified by GeoPark. Future prices were estimated using guidelines established by the SEC and the Financial Accounting Standards Board (FASB).

Revenue values in this report have been estimated for certain properties in accordance with the terms of the relevant concession agreement. Discussion of the relevant economic parameters follows:

Oil and Condensate Prices

GeoPark has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual agreements. For the Manati field in Brazil the 12-month average adjusted product price was U.S.$107.50 per barrel for condensate based on a 12-month average Brent reference price of U.S.$108.21 per barrel. For the fields located in Colombia the 12-month average adjusted product price was U.S.$70.42 per barrel for crude oil based on a 12-month average Vasconia benchmark price of U.S.$103.18 per barrel. GeoPark supplied differentials by field to the benchmark product prices, and the prices were held constant thereafter.

Natural Gas Prices

GeoPark has represented that the natural gas prices are defined by contractual agreements based on specific market conditions. GeoPark has further represented that the average product price for the Manati field in Brazil was U.S.$6.45 per thousand cubic feet (Mcf), and the prices were held constant for the lives of the properties.

Operating Expenses and Capital Costs

Estimates of operating expenses and capital costs were based on data provided by GeoPark. Estimates of future costs may vary from estimates provided by GeoPark in order to conform to specific reserves cases.

12

Future operating expense and capital cost estimates were not adjusted for the effects of inflation.

Abandonment Costs

Abandonment costs were estimated based on data provided by GeoPark.

Brazil

Fiscal Terms

The Government of Brazil’s Petroleum Law n° 9,478, the Petroleum Law of 1997, affords the Brazilian Government three elements of government take: 1) petroleum levies consisting of royalties, a special participation fee, and surface rentals; 2) direct taxes, which are levied through the financial transaction tax, the corporate income tax, and two social contribution taxes; and 3) indirect taxes, which are levies on equipment and services used by companies engaged in exploration and production activities. GeoPark has advised that the indirect tax levies for which it is responsible are included in the estimates of operating expenses and capital costs. Certain indirect levies are eligible for reimbursement from sales of refined products.

Royalties

The federal royalty rate in Brazil varies by field between 5 and 10 percent. GeoPark has advised that the royalty obligation for the Manati field is 7.5-percent.

Oil royalty is assessed on the market value of the oil (and condensate), which is defined as the greater of the sales price or the market valuation as determined by the National Petroleum Agency (ANP). Gas royalty is levied on the market value of the gas production less gas injected.

Special Participation Fee

The special participation fee (SPF) is a tax assessed at the field level on a sliding scale basis that varies depending on the location of the field (onshore or offshore), water depth, level of production, and number of

13

years on production. The tax basis for the SPF is similar to the tax basis for corporation tax (CIT) with some exceptions. Drilling costs are depreciated using a units-of-production basis for SPF, but expensed for CIT. An annual provision for abandonment costs is also deductible for SPF, but expensed in the year incurred for CIT. In years in which the SPF is paid there is an additional 1-percent research and development fee assessed.

Surface Rental Fees

Rental fees are payable to the ANP and vary by field, depending on stage of activity (exploration or development), geological characteristics, and location of sedimentary basin. GeoPark provided the contracted area for the Manati field and the associated stage of activity and corresponding rental rate in Brazilian reais (R$) per square kilometer.

Corporate Income Tax

Corporation tax in Brazil is assessed on a consolidated entity basis at a statutory rate of 34 percent. This rate consists of the base tax rate of 15 percent, surtax of 10 percent, and a social contribution component of 9 percent. For purposes of this evaluation, corporation tax was applied on an individual field basis without considering the effects of consolidation on GeoPark’s combined corporate tax liability. GeoPark has represented that it is eligible for tax benefits that reduce the corporate tax rate to 15.25 percent through 2017. This benefit is included in the calculations herein. The tax calculations also include a U.S.$140 million tax basis provided by GeoPark.

Social Contribution Taxes

Two social contribution taxes are levied on the market value of oil and gas sales. The Contribution for the Worker’s Social Integration Program (PIS) is assessed at a rate of 1.65 percent and the Contribution for Social Security Funding (COFINS) is levied at a 7.6-percent rate. GeoPark has represented that these taxes have been netted out of the product prices that were provided.

14

Earn-Out Payment

GeoPark has advised that the sellers of the Manati field have rights to additional income from the field. GeoPark is responsible for payments to the sellers up to 40 percent of annual cash flow that exceeds U.S.$25 million. The earn-out payments are capped at a cumulative U.S.$20 million.

Exchange Rate

An exchange rate of R$2.04 per U.S.$1.00 has been provided by GeoPark and used to convert the respective currencies.

Colombia

Fiscal Terms

Terms of the contracts for the Potrillo and Tarotaro fields afford GeoPark the right to develop and receive its share of production in excess of a sliding-scale government royalty (8 percent of the first 5,000 barrels of oil per day (BOPD) up to 20 percent for 125,000 BOPD). The contracts also require GeoPark to pay a subsurface rights fee of 12 cents for every net barrel produced of oil. For the Tarotaro field there is a special participation royalty of 1 percent of production net of royalty. Both fields are subject to an additional profits tax (APT) payable at 30 percent for production volumes in excess of 5 million barrels per field structure. This tax is assessable for revenues in excess of a base price that varies with oil gravity.

Corporate Income Tax

As advised by GeoPark, Colombian income taxes are paid at a statutory rate of 33 percent.

Exchange Rate

Future net revenue has been estimated using U.S. dollars. No conversion to or from other currencies has been made.

15

The estimated future net revenue and net present worth of the future net revenue at a discount rate of 10 percent for the proved developed and total proved reserves by country, as of June 30, 2013, are presented below in thousands of U.S. dollars (M U.S.$):

	Proved Developed		Total Proved
	Future Net Revenue (M U.S.$)	Net Present Worth at 10 Percent (M U.S.$)	Future Net Revenue (M U.S.$)	Net Present Worth at 10 Percent (M U.S.$)
Brazil	92,291	78,092	181,157	137,190
Colombia	21,533	19,780	84,413	71,939
Total	113,824	97,872	265,570	209,129

Note:   The estimates above for Colombia include the 20-percent minority share not owned by GeoPark.

Standardized measure of discounted future net cash flows (SMV) relating to proved reserves, as of June 30, 2013, are shown in Table 4. The SMV is the net present worth discounted at 10 percent.

In our opinion, the information relating to estimated proved reserves, estimated future net revenue from proved reserves, and present worth of estimated future net revenue from proved reserves of oil, condensate, natural gas liquids, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4, 932-235-50-6 through 932-235-50-9, 932-235-50-30, and 932-235-50-31 of the Accounting Standards Update 932-235-50, Extractive Industries — Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4—10(a) (1)—(32) of Regulation S—X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8)(i), (ii), and (v)—(x), and 1203(a) of Regulation S—K of the Securities and Exchange Commission; provided, however, that estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

16

SUMMARY and CONCLUSIONS

The estimated proved developed, proved undeveloped, and total proved oil, condensate, and sales-gas reserves, as of June 30, 2013, of certain fields attributable to the interests of GeoPark and located in Brazil and Colombia are summarized as follows, expressed in thousands of barrels (Mbbl) and millions of cubic feet (MMcf):

	Net Reserves
	Oil and Condensate (Mbbl)	Sales Gas (MMcf)
Proved Developed	720.2	27,794
Proved Undeveloped	1,755.8	20,273
Total Proved	2,476.0	48,067

Note:   The estimates above include the 20-percent minority share not owned by GeoPark in Colombia.

Estimates of the net present worth derived from the proved developed and total proved reserves of GeoPark’s net petroleum interests, as of June 30, 2013, discounted at a rate of 10 percent and expressed in thousands of U.S. dollars (M U.S.$), are presented in the following table:

	Net Present Worth at 10 Percent (M U.S.$)
Proved Developed	97,872
Total Proved	209,129

Note:   The estimates above include the 20-percent minority share not owned by GeoPark in Colombia.

	Submitted,
	/s/ DeGolyer and MacNaughton
	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716
SIGNED:      August 14, 2013

	/s/ R. M. Shuck, P.E.
	R. M. Shuck, P.E.
[SEAL]	Senior Vice President
	DeGolyer and MacNaughton

17

Aug. 14, 2013

TABLE 1

SUMMARY of GROSS and NET PROVED RESERVES

as of

JUNE 30, 2013

for

CERTAIN FIELDS

in

BRAZIL and COLOMBIA

with interests owned by

GEOPARK HOLDINGS LIMITED

Proved Developed

Proved Undeveloped

Total Proved

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Oil and

Oil and

Sales

Sales

Oil and

Oil and

Sales

Sales

Oil and

Oil and

Sales

Sales

Condensate

Condensate

Gas

Gas

Condensate

Condensate

Gas

Gas

Condensate

Condensate

Gas

Gas

Country

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

Brazil

710.0

71.0

277,940

27,794

530.0

53.0

202,730

20,273

1,240.0

124.0

480,670

48,067

Colombia

1,497.0

649.2

0

0

4,087.0

1,702.8

0

0

5,584.0

2,352.0

0

0

Total

2,207.0

720.2

277,940

27,794

4,617.0

1,755.8

202,730

20,273

6,824.0

2,476.0

480,670

48,067

Note: The estimates above for Colombia include the 20-percent minority share not owned by GeoPark.

Aug. 14, 2013

TABLE 2

GROSS and NET PROVED RESERVES by FIELD

as of

JUNE 30, 2013

for

CERTAIN FIELDS

in

BRAZIL

with interests owned by

GEOPARK HOLDINGS LIMITED

Proved Developed

Proved Undeveloped

Total Proved

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Oil and

Oil and

Sales

Sales

Oil and

Oil and

Sales

Sales

Oil and

Oil and

Sales

Sales

Block

Condensate

Condensate

Gas

Gas

Condensate

Condensate

Gas

Gas

Condensate

Condensate

Gas

Gas

Field

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

BCAM-40

Manati

710.0

71.0

277,940

27,794

530.0

53.0

202,730

20,273

1,240.0

124.0

480,670

48,067

Aug. 14, 2013

TABLE 3

GROSS and NET PROVED RESERVES by FIELD

as of

JUNE 30, 2013

for

CERTAIN FIELDS

in

COLOMBIA

with interests owned by

GEOPARK HOLDINGS LIMITED

Proved Developed

Proved Undeveloped

Total Proved

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Gross

Net

Oil and

Oil and

Sales

Sales

Oil and

Oil and

Sales

Sales

Oil and

Oil and

Sales

Sales

Block

Condensate

Condensate

Gas

Gas

Condensate

Condensate

Gas

Gas

Condensate

Condensate

Gas

Gas

Field

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

(Mbbl)

(Mbbl)

(MMcf)

(MMcf)

Yamu

Potrillo

127.0

87.7

0

0

100.0

69.0

0

0

227.0

156.7

0

0

Llanos Block 34

Tarotaro

1,370.0

561.5

0

0

3,987.0

1,633.8

0

0

5,357.0

2,195.3

0

0

Total

1,497.0

649.2

0

0

4,087.0

1,702.8

0

0

5,584.0

2,352.0

0

0

Note: The estimates above include the 20-percent minority share not owned by GeoPark.

Aug. 14, 2013

TABLE 4

STANDARDIZED MEASURE of DISCOUNTED FUTURE NET CASH FLOWS

relating to

PROVED RESERVES

as of

JUNE 30, 2013

for

CERTAIN PROPERTIES

in

BRAZIL and COLOMBIA

with interests owned by

GEOPARK HOLDINGS LIMITED

	Total Proved
	Brazil		Colombia		Total
	(M U.S.$)		(M U.S.$)		(M U.S.$)
Future cash inflows	323,363		165,619		488,982
Future production costs	130,628		25,249		155,877
Future development costs	6,331		12,615		18,946
Future income tax expenses	5,247		43,342		48,589
Future net cash flows	181,157		84,413		265,570
10% annual discount for estimated timing of cash flows	(43,967	)	(12,474	)	(56,441	)
Standardized measure of discounted future net cash flows	137,190		71,939		209,129
Discounted future net cash flows at 10 percent before corporate income tax expenses	141,903		109,365		251,268

Notes:

1.  GeoPark’s interest in the Manati field in Brazil was acquired on May 14, 2013.

2.  GeoPark’s Colombia interests represent new discoveries in 2013.

3.  The estimates above for Colombia include the 20-percent minority share not owned by GeoPark.

4.At GeoPark’s request, the discounted future net cash flows at 10 percent before corporate income tax expenses has been presented in the table above.

EX-99.4

Exhibit 99.4

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

This is a digital representation of a DeGolyer and MacNaughton report.

This file is intended to be a manifestation of certain data in the subject report and as such are subject to the same conditions thereof. The information and data contained in this file may be subject to misinterpretation; therefore, the signed and bound copy of this report should be considered the only authoritative source of such information.

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

September 3, 2013

GeoPark Holdings Limited

Florida 851, Piso 1

Buenos Aires, Argentina

Ladies and Gentlemen:

Pursuant to your request, we have conducted a reserves evaluation of the net proved crude oil, condensate, and sales-gas reserves, as of June 30, 2013, of certain selected properties in Brazil and Colombia owned by GeoPark Holdings Limited (GeoPark). This evaluation was completed on September 3, 2013. GeoPark has represented that these properties account for 42 percent on a net equivalent barrel basis of GeoPark’s net proved reserves as of June 30, 2013. These reserves represent 14 percent of properties operated by GeoPark. The net proved reserves estimates have been prepared in accordance with the reserves definitions of Rules 4—10(a) (1)—(32) of Regulation S—X of the Securities and Exchange Commission (SEC) of the United States. This report was prepared in accordance with guidelines specified in Item 1202 (a)(8) of Regulation S-K and is to be used for inclusion in certain SEC filings by GeoPark.

Reserves included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after June 30, 2013. Net reserves are defined as that portion of the gross reserves attributable to GeoPark’s working interest after deducting royalties paid in kind. GeoPark has advised that its government royalty obligation in Brazil is paid in cash; therefore, net reserves in Brazil have not been reduced in consideration of this royalty obligation. Geopark has also advised that its government royalty obligation in Colombia is paid in kind; therefore, net reserves in Colombia have been reduced in consideration of this royalty obligation.

Estimates of oil, condensate, and sales-gas reserves should be regarded only as estimates that may change as further production history and additional information become available. Not only are such reserves estimates based on that

information which is currently available, but such estimates are also subject to the uncertainties inherent in the application of judgmental factors in interpreting such information.

Data used in this evaluation were obtained from reviews with GeoPark personnel, from GeoPark files, from records on file with the appropriate regulatory agencies, and from public sources. In the preparation of this report we have relied, without independent verification, upon such information furnished by GeoPark with respect to property interests, production from such properties, current costs of operation and development, current prices for production, agreements relating to current and future operations and sale of production, and various other information and data that were accepted as represented. A field examination of the properties was not considered necessary for the purposes of this report.

Methodology and Procedures

Estimates of reserves were prepared by the use of appropriate geologic, petroleum engineering, and evaluation principles and techniques that are in accordance with practices generally recognized by the petroleum industry as presented in the publication of the Society of Petroleum Engineers entitled “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information (Revision as of February 19, 2007).” The method or combination of methods used in the analysis of each reservoir was tempered by experience with similar reservoirs, stage of development, quality and completeness of basic data, and production history.

When applicable, the volumetric method was used to estimate the original oil in place (OOIP) and the original gas in place (OGIP). Structure and isopach maps were constructed to estimate reservoir volume. Electrical logs, radioactivity logs, core analyses, and other available data were used to prepare these maps as well as to estimate representative values for porosity and water saturation. When adequate data were available and when circumstances justified, material balance and other engineering methods were used to estimate OOIP or OGIP.

Estimates of ultimate recovery were obtained after applying recovery factors to OOIP or OGIP. These recovery factors were based on consideration of the type of energy inherent in the reservoirs, analyses of the petroleum, the structural positions of the properties, and the production histories. When applicable, material balance and other engineering methods were used to estimate recovery factors. In such cases, an analysis of reservoir performance, including production rate, reservoir pressure, and gas-oil ratio behavior, was used in the estimation of reserves.

For depletion-type reservoirs or those whose performance disclosed a reliable decline in producing-rate trends or other diagnostic characteristics, reserves were estimated by the

2

application of appropriate decline curves or other performance relationships. In the analyses of production-decline curves, reserves were estimated only to the limits of economic production or to the limit of the production licenses as appropriate.

Gas quantities included herein are sales-gas quantities expressed at a temperature base of 20 degrees Celsius (°C) and a pressure base of 1 atmosphere for the field in Brazil, and a temperature base of 60 °F and a pressure base of 14.7 pounds per square inch absolute (psia) for the fields in Colombia. Sales gas is defined as the gas to be delivered to a pipeline inlet after deductions for separation, fuel usage and flare, the removal of condensate recovered from low temperature separation, and the removal of carbon dioxide, nitrogen, and water content as specified in the gas sales agreements.

The oil and condensate reserves estimated in this report are expressed in terms of 42 United States gallons per barrel. Oil and condensate reserves are to be recovered by conventional field operations.

Definition of Reserves

Petroleum reserves included in this report are classified as proved. Only proved reserves have been evaluated for this report. Reserves classifications used in this report are in accordance with the reserves definitions of Rules 4—10(a) (1)—(32) of Regulation S—X of the SEC. Reserves are judged to be economically producible in future years from known reservoirs under existing economic and operating conditions and assuming continuation of current regulatory practices using conventional production methods and equipment. In the analyses of production-decline curves, reserves were estimated only to the limit of economic rates of production under existing economic and operating conditions using prices and costs consistent with the effective date of this report, including consideration of changes in existing prices provided only by contractual arrangements but not including escalations based upon future conditions. The petroleum reserves are classified as follows:

Proved oil and gas reserves — Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must

3

have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and (B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted

4

arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Developed oil and gas reserves — Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Undeveloped oil and gas reserves — Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in [section 210.4—10 (a) Definitions], or by other evidence using reliable technology establishing reasonable certainty.

5

Primary Economic Assumptions

The following economic assumptions were used for estimating existing and future prices and costs:

Oil and Condensate Prices

GeoPark has represented that the oil and condensate prices were based on a 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. For the field located in Brazil, the 12-month average adjusted product price was U.S.$107.50 per barrel for condensate, based on a 12-month average Brent reference price of U.S.$108.21 per barrel. For the fields located in Colombia, the 12-month average adjusted product price was U.S.$70.42 per barrel for crude oil, based on a 12-month average Vasconia benchmark price of U.S.$103.18 per barrel. GeoPark supplied differentials by field to the benchmark product prices, and the prices were held constant thereafter.

Natural Gas Prices

GeoPark has represented that the natural gas prices were defined by contractual arrangements based on specific market conditions. The average adjusted product price for the field located in Brazil, provided by GeoPark, was U.S.$6.45 per thousand cubic feet (Mcf), and the prices were held constant thereafter.

Operating Expenses and Capital Costs

Operating expenses and capital costs, based on information provided by GeoPark, were used in estimating future costs required to operate the properties. In certain cases, future costs, either higher or lower than existing costs, may have been used because of anticipated changes in operating conditions. These costs were not escalated for inflation.

While the oil and gas industry may be subject to regulatory changes from time to time that could affect an industry participant’s ability to recover its oil and gas reserves, we are not aware of any such governmental actions which would restrict the recovery of the June 30, 2013,

6

estimated proved oil and gas reserves. The reserves estimated in this report can be produced under current regulatory guidelines.

Our estimates of GeoPark’s net proved reserves attributable to the reviewed properties are based on the definitions of proved reserves of the SEC and are as follows, expressed in thousands of barrels (Mbbl), millions of cubic feet (MMcf), and millions of barrels of oil equivalent (MMboe):

	Estimated by DeGolyer and MacNaughton Net Proved Reserves as of June 30, 2013
	Oil and Condensate (Mbbl)	Sales Gas (MMcf)	Oil Equivalent (MMboe)
Brazil
Proved Developed	71.0	27,794	4.7
Proved Undeveloped	53.0	20,273	3.4
Total Brazil	124.0	48,067	8.1
Colombia
Proved Developed	649.2	0	0.6
Proved Undeveloped	1,702.8	0	1.7
Total Colombia	2,352.0	0	2.4
Total Proved	2,476.0	48,067	10.5

Notes:

1.Gas is converted to oil equivalent using a factor of 6,000 cubic feet of gas per 1 barrel of oil equivalent.

2.The estimates above for Colombia include the 20-percent minority share not owned by GeoPark.

3.Totals may vary due to rounding.

7

In our opinion, the information relating to estimated proved reserves of oil, condensate, natural gas liquids, and gas contained in this report has been prepared in accordance with Paragraphs 932-235-50-4 and 932-235-50-6 through 932-235-50-9 of the Accounting Standards Update 932-235-50, Extractive Industries — Oil and Gas (Topic 932): Oil and Gas Reserve Estimation and Disclosures (January 2010) of the Financial Accounting Standards Board and Rules 4—10(a) (1)—(32) of Regulation S—X and Rules 302(b), 1201, 1202(a) (1), (2), (3), (4), (8), and 1203(a) of Regulation S—K of the Securities and Exchange Commission; provided, however, that (i) estimates of proved developed and proved undeveloped reserves are not presented at the beginning of the year and (ii) the as-of date of this report does not coincide with GeoPark’s fiscal year.

To the extent the above-enumerated rules, regulations, and statements require determinations of an accounting or legal nature, we, as engineers, are

8

necessarily unable to express an opinion as to whether the above-described information is in accordance therewith or sufficient therefor.

DeGolyer and MacNaughton is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1936. DeGolyer and MacNaughton does not have any financial interest, including stock ownership, in GeoPark. Our fees were not contingent on the results of our evaluation. This letter report has been prepared at the request of GeoPark. DeGolyer and MacNaughton has used all assumptions, data, procedures, and methods that it considers necessary and appropriate to prepare this report.

Submitted,

/s/ DeGolyer and MacNaughton

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

	/s/ Thomas C. Pence, P.E.
	Thomas C. Pence, P.E.
[SEAL]	Senior Vice President
	DeGolyer and MacNaughton

9

CERTIFICATE of QUALIFICATION

I, Thomas C. Pence, Petroleum Engineer with DeGolyer and MacNaughton, 5001 Spring Valley Road, Suite 800 East, Dallas, Texas, 75244 U.S.A., hereby certify:

1.That I am a Senior Vice President with DeGolyer and MacNaughton, which company did prepare the letter report addressed to GeoPark dated September 3, 2013, and that I, as Senior Vice President, was responsible for the preparation of this report.

2.That I attended Texas A&M University, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1982; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the International Society of Petroleum Engineers; and that I have in excess of 30 years of experience in oil and gas reservoir studies and reserves evaluations.

	/s/ Thomas C. Pence, P.E.
	Thomas C. Pence, P.E.
[SEAL]	Senior Vice President
	DeGolyer and MacNaughton