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March 25, 2024
Mónica Jiménez González
Chief Strategy, Sustainability and Legal Officer
GeoPark Limited
Calle 94 N° 11-30, 8o Floor
Bogotá, Columbia
Re:GeoPark Limited
Schedule TO-I Filed March 20, 2024
File No. 005-87998
Dear Mónica Jiménez González:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless otherwise
indicated.
Schedule TO-I Filed March 20, 2024
General
1.We note the following statement (bolded and in all caps) under the header “Important” in
the Offer to Purchase: “We are not making the Offer to, and will not accept any tendered
shares from, shareholders in any jurisdiction where it would be illegal to do so.” While
offer materials need not be disseminated into jurisdictions where such a distribution would
be impermissible, please remove the implication that tendered shares will not be accepted
from all shareholders. See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1 of Exchange
Act Release No. 34-58597 (September 19, 2008).
Procedures for Tendering Shares, page 7
2.We note the following statement made on page 10 of the Offer to Purchase: “By tendering
shares to us, you agree to accept all decisions we make concerning these matters and
waive any right you might otherwise have to challenge those decisions.” This statement is
inconsistent with a shareholder’s right to challenge your determination in a court of

 FirstName LastNameMónica  Jiménez González
 Comapany NameGeoPark Limited
 March 25, 2024 Page 2
 FirstName LastNameMónica  Jiménez González
GeoPark Limited
March 25, 2024
Page 2
competence jurisdiction as stated in the immediately preceding sentence. Please revise this
statement to clarify that shareholders are not foreclosed from challenging your
determination in a court of competent jurisdiction.
Withdrawal Rights, page 10
3.Refer to the following disclosure made on page 10 of the Offer to Purchase: “You may
also withdraw your previously tendered shares at any time after 5:00 p.m., New York City
time, on May 15, 2024, unless such shares have been accepted for payment as provided in
the Offer.” It does not appear that May 15, 2024 is the 40th business day (as defined in
Rule 13e-4(a)(3)) after commencement of the Offer. Please revise or advise. Please also
make conforming changes to any similar statements in the Offer to Purchase.
Conditions of the Tender Offer, page 13
4.On page 13 of the Offer to Purchase, you have included a condition that will be triggered
by “any general suspension of, or general limitation on prices for, securities on any
national securities exchange in the United States or in the over-the-counter market”
(emphasis added). Please revise to explain what would be considered a general limitation
on prices for securities on any national securities exchange in the United States or in the
over-the-counter market, or delete.
5.On page 13 of the Offer to Purchase, you have included two offer conditions that are
based on a 10% decrease (or more) in the price of certain stock indexes and the
Company’s shares, respectively, from their prices as of March 19, 2024 (i.e., the day
before commencement of the Offer). As currently drafted, it appears these conditions
would be "triggered" by a 10% or greater decrease in price at any time while the Offer is
pending. If your intent is that they would be triggered only if there is a 10% or greater
decrease in price measured at the Expiration Time, please revise to clarify.
6.Refer to the following statement on page 15 of the Offer to Purchase: “The conditions
referred to above . . . may be waived by us, in whole or in part, at any time and from time
to time in our reasonable discretion before the Expiration Time” (emphasis added). If an
offer condition is “triggered” while an offer is pending, in our view, the offeror must
promptly inform shareholders whether it will assert the condition and terminate the offer,
or waive it and continue. Reserving the right to waive a condition “at any time and from
time to time” may be inconsistent with your obligation in this regard. Please confirm in
your response letter that you will promptly notify target shareholders if a condition is
triggered while the Offer is pending.
Source and Amount of Funds, page 16
7.We note that you anticipate funding the Offer from your “cash and investments.” Please
revise to further specify the “investments” being used to fund the Offer. See Item 7 of
Schedule TO and Item 1007(a) of Regulation M-A.

 FirstName LastNameMónica  Jiménez González
 Comapany NameGeoPark Limited
 March 25, 2024 Page 3
 FirstName LastName
Mónica  Jiménez González
GeoPark Limited
March 25, 2024
Page 3
Certain Information Concerning the Company, page 16
8.The SEC no longer maintains a public reference room where filings can be inspected and
copied by the public. Please revise the disclosure in this section accordingly.
9.In the last two bullets on page 17 of the Offer to Purchase, you incorporate by reference
“any future Annual Reports on Form 20-F” and “any future reports on Form 6-K.”
Schedule TO does not specifically permit “forward incorporation” of documents to be
filed in the future. Rather, you must amend your document to specifically list any such
filings. Please revise.
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares, page 17
10.We note the Retention and Hiring Bonus scheme discussed on pages 20-21 of the Offer to
Purchase. Please revise your disclosure to describe the material provisions of the
Retention and Hiring Bonus scheme. See Item 5 of Schedule TO and Item 1005(e) of
Regulation M-A. Please also file the Retention and Hiring Bonus scheme as an exhibit to
Schedule TO or advise. See Item 12 of Schedule TO and Item 1016(d) of Regulation M-
A.
11.See our last comment above. In light of your disclosure of the CEO Transition Agreement,
the Severance Plan, and the employment agreement with Mr. Ocampo on page 22 of the
Offer to Purchase, it appears that you should file each of these agreements as an exhibit to
Schedule TO. See Item 12 of Schedule TO and Item 1016(d) of Regulation M-A. Please
revise or advise.
Fees and Expenses, page 28
12.Please revise this section to describe the material terms of the fee arrangements for all
persons or entities retained to make recommendations relating to the Offer. See Item 9 of
Schedule TO and Item 1009(a) of Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions