Retail offering successfully completed and update on Euronext Growth Oslo listing

DJ Retail offering successfully completed and update on Euronext Growth Oslo listing

Gulf Keystone Petroleum Ltd (GKP) 
Retail offering successfully completed and update on Euronext Growth Oslo listing 
13-Feb-2026 / 18:20 GMT/BST 
 
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, 
AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR 
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF 
THE SECURITIES DESCRIBED HEREIN. 

13 February 2026 

Gulf Keystone Petroleum Ltd: (LSE: GKP) 
 
("Gulf Keystone", "GKP" or "the Company") 

Retail offering successfully completed and update on Euronext Growth Oslo listing 

Gulf Keystone, a leading independent operator and producer in the Kurdistan Region of Iraq, is pleased to announce the 
completion of the retail offering in connection with its intention to complete a dual listing of the Company's shares 
on Euronext Growth Oslo operated by the Oslo Stock Exchange ("OSE") (the "Listing"). 

The Private Placement 

On 4 February 2026, the Company announced the launch of a retail offering of a small number of new shares in the 
Company (the "Offer Shares") of up to the NOK equivalent of EUR 1 million, equal to approximately GBP 0.87 million (the 
"Private Placement"), in order to satisfy relevant OSE listing requirements. The Private Placement was fully 
underwritten by one of the Company's large shareholders (the "Underwriter"). 

The Company is pleased to announce that the Offer Shares have been successfully placed and to welcome approximately 700 
new shareholders through the allocation of 512,463 Offer Shares. The retail offering was multiple times oversubscribed. 

The Offer Shares will be issued at a subscription price of NOK 22.10 per Offer Share (the "Offer Price"), raising gross 
proceeds of approximately NOK 11.3 million (approximately GBP 0.87 million). The Offer Price represents a discount of 
10% to the volume-weighted-average price (VWAP) of the Company's shares trading on the London Stock Exchange ("LSE") 
during the application period (rounded down to the nearest one decimal). 

All applicants who submitted a valid application will receive an allocation. Consequently, no Offer Shares will be 
allocated to the Underwriter under its underwriting obligation. The Company's Board of Directors has resolved to issue 
a total of 538,087 new shares in connection with the Private Placement, including 25,624 new shares as a customary 
underwriting commission to the Underwriter. 

Notifications of allocation of Offer Shares and the corresponding amounts to be paid by investors are expected to be 
communicated to investors on or about 16 February 2026. Investors who have access to investor services through their 
VPS account manager will be able to see how many Offer Shares they have been allocated from on or about 16 February 
2026. 

Payment for the allocated Offer Shares is due on 17 February 2026, and there must be sufficient funds in the stated 
bank account from and including 16 February 2026. In order to facilitate prompt registration of the share capital 
increase pertaining to the issuance of Offer Shares, the Offer Shares will be pre-paid by the Managers pursuant to a 
pre-payment agreement between the Company and the Managers (the "Pre-Payment Agreement"). Subject to timely payment of 
the subscription amount, the Offer Shares are expected to be delivered to the VPS accounts of each applicant on or 
about 18 February 2026. 

Completion of the Private Placement is subject to: (A) the Pre-Payment Agreement remaining in full force and effect, 
(B) satisfaction of conditions set by the OSE for listing of the Company's shares on Euronext Growth Oslo, (C) the 
share capital increase pertaining to the issuance of the allocated Offer Shares being validly registered with the 
Company's register of members, and (D) the allocated Offer Shares being validly issued and registered in the Norwegian 
Central Securities Depository. 

Following registration of the share capital increase pertaining to the issue of new shares, the Company's authorised 
share capital will be USD 292,105,327 divided into 292,105,327 common shares, each with a par value of USD 1.00, of 
which 217,543,373 common shares will be in issue, with no shares held in treasury. The Company will publish a separate 
announcement once the share capital increase has been registered with the Company's register of members. 

The Listing 

The OSE approved the Company's application for Listing on Euronext Growth Oslo earlier today. In addition, the Company 
has applied to the LSE for the new shares issued in connection with the Private Placement to be admitted to trading on 
the Main Market for listed securities of the LSE (the "Main Market"). 

The Offer Shares are expected to commence trading on Euronext Growth Oslo on 18 February 2026 at 9:00 am CET under the 
ticker code "GKP" and on ISIN BMG4209G2077. Admission to trading on the Main Market is expected to occur at or around 
the same time. 

In addition to the Offer Shares, one of the Company's large shareholders has agreed to transfer an initial portion of 
its existing shares in the Company from the LSE to Euronext Growth Oslo in order to satisfy the OSE listing 
requirements. This transfer will be completed and these shares will commence trading on the same day as the Offer 
Shares commence trading on Euronext Oslo Growth. Other major shareholders have signalled their support for additional 
share transfers to the OSE in due course. 

Following the Listing, the Company plans to implement arrangements to enable cross-border transfers of the Company's 
shares between Euronext Growth Oslo and the LSE. The Company expects that such transfer arrangements will be 
implemented in early April 2026, through the cancellation of depositary interests currently trading on the LSE and 
transfer of these instruments to CREST Depositary Interests (CDIs). The Company is also intending to uplist to the 
OSE's Main Market in due course. 

Advisors 

DNB Carnegie, a part of DNB Bank ASA, and SB1 Markets AS are acting as Managers for the Private Placement and as 
Euronext Growth Advisors to the Company in connection with the Listing. Wikborg Rein Advokatfirma AS is acting as legal 
counsel to the Company. 

For further information about the Private Placement, please contact: 

DNB Carnegie: [phone] 
 
SB1 Markets: [phone] 

Gulf Keystone: 

Aaron Clark, Head of Investor Relations & Corporate Communications 
 
[phone] 
 
[e-mail] 

Notes to Editors: 

Gulf Keystone Petroleum Ltd. (LSE: GKP) is a leading independent operator and producer in the Kurdistan Region of Iraq. 
Further information on Gulf Keystone is available on its website www.gulfkeystone.com. 

Important notice: 

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any 
securities in the Company. 

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies 
of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such 
distribution would be unlawful or would require registration or other measures. Accordingly, this announcement is not 
for public release, publication or distribution, directly or indirectly, in or into, among others, the United States 
(including its territories and possessions, any state of the United States and the District of Columbia), Australia, 
Canada, Hong Kong, South Africa or Japan. Persons into whose possession this announcement or such other information 
should come, are required to inform themselves about and to observe any such restrictions. Persons distributing this 
announcement must satisfy themselves that it is lawful to do so. 

This communication is only addressed to and is only directed at retail investors in Norway and Sweden who can receive 
the offer without an approved prospectus pursuant to applicable exemptions under the Prospectus Regulation. The 
expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended, together with any applicable 
implementing measures in any EEA Member State. 

The securities referred to in this announcement are subject to restrictions on transferability and resale in certain 
jurisdictions, and may not be transferred or resold except as permitted under applicable securities laws and 
regulations. The securities referred to in this announcement have not been and will not be registered under the U.S. 
Securities Act of 1933, as amended, and accordingly may not be offered or sold in the United States absent registration 
or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable 
U.S. state securities laws. The Company does not intend to register any part of the Private Placement in the United 
States or to conduct a public offering of securities in the United States. 

Participation in the Private Placement is available only to retail investors in Norway and Sweden, and no other persons 
shall be entitled to participate in the Private Placement. The issue, subscription or purchase of shares or other 
financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. 
Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such 

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February 13, 2026 13:20 ET (18:20 GMT)