(1)

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

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.

 

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%			—

 

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.

 

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

 

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."

 

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%

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.

 

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

 

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

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

 

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

 

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.

 

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.

 

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

 

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.

 

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.

 

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.

 

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.

 

 

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."

 

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.

 

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

 

Balance sheet data

 

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