Colden Investments S.A. and Jaime Gilinski hold 18,115,791 GeoPark common shares, representing 27.9% of the class, in an activist Schedule 13D position. Following the Miranda Transaction’s closing, the reporting persons are expected to become GeoPark’s controlling shareholder, while related governance terms include board nomination rights and a tender offer.

Key Highlights

  • Panamerican Energy Holdings agreed to exchange 95% of Energy Assets International for 42,135,872 to 47,557,461 newly issued GeoPark common shares.
  • Governance rights provide PEH with board nomination eligibility ranging from one director at 7.5% ownership to at least five directors at 50%.
  • Jaime Gilinski and Colden Investments S.A. report beneficial ownership of 18,115,791 GeoPark common shares.

GeoPark Ltd (NYSE: GPRK) has an activist beneficial ownership position of 18,115,791 common shares, equal to 27.9% of the class, held by Colden Investments S.A. and Jaime Gilinski. The position is reported through a Schedule 13D, identifying activist rather than passive Investment intent. The agreement connected to that outcome was dated September 2, 2026. It links the proposed share issuance, ownership rights and future tender-offer obligations to the transaction’s closing.

Gilinski’s 27.9% Position

The reported stake covers GeoPark common shares with a Par Value of $0.001 per share. Colden Investments S.A. and Jaime Gilinski are the reporting persons. The position is activist. The stated purpose is tied to the Miranda Transaction, after which the reporting persons are expected to become GeoPark’s controlling shareholder.

Miranda Transaction Share Issuance

Panamerican Energy Holdings S.A. an affiliate of the reporting persons, agreed to sell 95% of Energy Assets International S.A. to GeoPark USA, LLC, a wholly owned GeoPark subsidiary. In exchange, PEH is to receive between 42,135,872 and 47,557,461 newly issued GeoPark common shares. The final number of additional GeoPark shares depends on the applicable corporate income tax rate in Venezuela when the transaction closes. The issuance will occur at closing. Closing depends on standard conditions, including required governmental and other approvals or licenses. The transaction includes covenants concerning GeoPark’s Debt instruments if a change of control occurs. Its completion is the stated event linked to the reporting persons’ expected move into control of GeoPark.

Governance Rights and Tender Terms

Those matters include issuing Equity securities exceeding 5% of fully diluted share capital, changing governing documents, entering certain related-party transactions, altering board size, declaring dividends outside the existing policy or redeeming outstanding share capital. PEH’s board nomination rights vary with ownership. It may nominate one director at ownership of at least 7.5%, two at 15%, three at 28%, four at 40% and at least five at 50%. The governance agreement becomes effective when the share purchase agreement closes.