ShaMaran Announces combination with Gulf Keystone

October 20, 2026


Hamilton, Bermuda - ShaMaran Petroleum Ltd. ("ShaMaran" or "SNM") (Euronext
Growth Oslo: SNM) (Nasdaq First North Stockholm: SNM) and Gulf Keystone
Petroleum Ltd. ("Gulf Keystone" or "GKP") announce that they have signed a
Bermuda merger agreement (the "Bermuda Merger Agreement") and a combination
agreement (the "Combination Agreement") to combine their businesses (the
"Transaction").

The Transaction will be structured as a statutory merger under corporate law in
Bermuda, where both companies are incorporated, whereby ShaMaran and Gulf
Keystone will merge, with Gulf Keystone as the surviving legal entity.
Completion of the Transaction is subject to customary closing conditions. 

The merged company resulting from the Transaction is hereinafter referred to as
the "Combined Company".

Strategic rationale  

-	The Transaction will create a leading independent oil producer focused on the
Kurdistan Region of Iraq ("Kurdistan") and Federal Iraq ("Iraq").
-	The Transaction creates scale and diversification across four world-class
fields with combined estimated working interest ("WI") 2P reserves of 323
MMbbl1,2 and additional reserve and resource upside from ShaMaran's recently
announced investment in the Hamrin field.  
-	Pro-forma WI production of 53 kbopd1,3, ranking in the top 10 of Europe's
listed independents4.
-	Highly complementary portfolio of four low-cost, long-life assets creating an
enhanced platform for cash flow generation, shareholder distributions and growth
both in the near- and medium-term, with plans to formalise the Combined
Company's distributions policy around completion of the Transaction.
-	ShaMaran assets operated by strategic partner HKN Energy, a proven Kurdistan
operator with a strong track-record and operational approach that aligns well
with Gulf Keystone's strategy.
-	Pro-forma > USD 1 billion market cap company, with improved liquidity and
access to financing.
-	Intention to uplist Gulf Keystone's shares to the Euronext Oslo Børs main
market and in due course discontinue their London Stock Exchange listing to
provide a single liquid listing for shareholders. Listing of the ShaMaran shares
and ShaMaran's SDRs will cease in connection with the completion of the
Transaction.
-	The Transaction is supported by the largest shareholder of each company. The
Lundin family, through Nemesia S.à r.l. (the "Lundin Family"), holds
approximately 25.6% of ShaMaran. Lansdowne Partners Austria GmbH ("Lansdowne
Partners") manages shareholdings representing approximately 13% of Gulf
Keystone's issued and outstanding shares. Each has indicated that, as at the
date of this announcement, it intends to vote in favour of the Transaction. The
Lundin Family will become the largest shareholder in the Combined Company and
will be represented by William Lundin as the proposed Non-Executive Chair.

ShaMaran shareholders, whose shares will be cancelled in the merger, will
receive as consideration newly issued Gulf Keystone shares (equivalent to an
aggregate amount of approximately USD 601 million for the entire issued share
capital of ShaMaran) equating to 0.07533958 shares in Gulf Keystone for each
share held in ShaMaran (the "Exchange Ratio"). Subject to applicable Bermuda
law, the Bye-laws of Gulf Keystone and approval by the Board of Directors of
Gulf Keystone, it is intended that existing shareholders of Gulf Keystone will
receive a special dividend of USD 50 million at closing of the Transaction.
Following completion of the Transaction, shareholders of Gulf Keystone and
shareholders of ShaMaran will each own approximately 50% of the shares in the
Combined Company. For further details regarding the settlement of the merger
consideration for holders of ShaMaran shares ("ShaMaran Shares") and ShaMaran's
Swedish depository receipts ("ShaMaran SDRs"), respectively, including the
conversion of ShaMaran SDRs into ShaMaran Shares, see the section "Listings and
SDR program" below.

The Board of Directors of both Gulf Keystone and ShaMaran have unanimously
approved the proposed Transaction and consider it to be in the best interests of
each company and their respective shareholders, as further described under
"Additional information pursuant to the Swedish Takeover Rules and other
regulatory matters" below.

David Thomas, Non-Executive Chair of Gulf Keystone, comments:

"The merger creates a stronger company with greater scale, a highly
complementary portfolio and a stronger cash flow profile. Expected near-term
cash flow from ShaMaran's assets complements the long-term growth potential of
the Combined Company, enhancing our ability to invest in growth while delivering
attractive and sustainable shareholder distributions. Together, we are better
positioned to navigate the regional environment and to lead the next phase of
value-creation as a leading independent oil producer focused on Kurdistan and
Federal Iraq. The addition of Hamrin adds considerable further growth potential
complementing the existing developed Kurdistan fields."

Jon Harris, CEO and Executive Director of Gulf Keystone, adds:

"We view this combination as a natural next step for both companies. Bringing
together Shaikan with the adjacent Atrush and Sarsang fields will deliver
synergies and gives the enlarged company a significantly stronger platform to
invest in the future development of Shaikan and Hamrin. We also look forward to
working with HKN Energy as an experienced operator and partner on ShaMaran's
assets."

Chris Bruijnzeels, Non-Executive Chair of ShaMaran, and proposed Non-Executive
Director of Gulf Keystone following completion of the Transaction, comments:

"The Gulf Keystone merger is the logical continuation of the Kurdistan
consolidation story, especially given the physical proximity of our assets. The
ShaMaran board has been supportive of building a larger, more efficient vehicle
for some time, and we expect there will be additional opportunities for growth
open to the combined company, both in Kurdistan and Federal Iraq. A larger
operator will deliver superior value for both Gulf Keystone and ShaMaran
shareholders."

Garrett Soden, CEO of ShaMaran and proposed Non-Executive Director of Gulf
Keystone following completion of the Transaction, adds:

"ShaMaran today announced expanding into Federal Iraq with HKN Energy in the
Hamrin field to create a diversified asset portfolio with an attractive
production, reserves and cash flow profile. The Gulf Keystone merger amplifies
that vision and is supported by the largest shareholders of both companies. We
look forward to joining forces with Gulf Keystone, streamlining the combined
business and building a platform for growth in Kurdistan and Federal Iraq that
is backed by the Lundin Family and listed on the Oslo Stock Exchange."

Key terms of the Transaction

Based on a Gulf Keystone share price as of close 19 October 2026 of GBp 225
(equivalent to NOK 28.18 per share using a GBP/NOK exchange rate of 12.5226 as
of 19 October 2026), the Exchange Ratio of 0.07533958 newly issued Gulf Keystone
shares for each share held in ShaMaran and the 2,887,504,313 currently
outstanding ShaMaran Shares (settlement of long-term incentive plans of ShaMaran
will be in cash), the equity value of ShaMaran in the Transaction is NOK 5.7
billion (equivalent to USD 601 million using a NOK/USD exchange rate of 9.4113
as of 19 October 2026), corresponding to a price per share of NOK 1.96.
 
The merger consideration to ShaMaran shareholders represents a premium of 22.9%
to the ShaMaran closing share price as of close 19 October 2026, and a premium
of 28.6% and 32.2% based on 30 and 90 trading days' VWAP as of 19 October 2026,
respectively (based on ShaMaran SDRs trading on Nasdaq First North Growth Market
Stockholm). The share price of ShaMaran on 19 October 2026 does not reflect the
investment in the Hamrin Field, which is announced today. 

Adjusted for the special dividend of USD 50 million that Gulf Keystone intends
to pay to its existing shareholders on closing of the Transaction, equivalent to
USD 0.23 per share, the consideration to ShaMaran shareholders represents a
premium of 13.5% to the ShaMaran closing share price as of close 19 October
2026, and a premium of 17.5% and 20.1% based on 30 and 90 trading days' VWAP as
of 19 October 2026, respectively (based on ShaMaran SDRs trading on Nasdaq First
North Growth Market Stockholm).

Following completion of the Transaction, shareholders of Gulf Keystone and
shareholders of ShaMaran will each own 50% of the shares in the Combined
Company.

The number of shares issued to ShaMaran shareholders as part of the merger
consideration will be based on the number of ShaMaran Shares outstanding at the
time of completion of the Transaction, excluding any shares held in treasury.
Under the assumption that the number of shares outstanding at completion of the
Transaction is the same as at the date of this announcement, the aggregate
number of newly issued ordinary shares in Gulf Keystone will be 217,543,362. On
this basis, the total number of shares in the Combined Company following
completion of the Transaction will be 435,086,735.

No fractional Gulf Keystone shares shall be delivered as merger consideration
and the number of Gulf Keystone shares to be issued and delivered in accordance
with the Transaction shall be rounded down to the nearest whole share. Any
excess Gulf Keystone shares not allotted as a result of rounding shall be issued
to and sold by a third party appointed by GKP, with the net proceeds distributed
proportionately among the affected holders of ShaMaran Shares or ShaMaran SDRs.

Shareholder approval and support

The Transaction is subject to approval at special general meetings ("SGMs") of
Gulf Keystone and ShaMaran, with (i) in the case of Gulf Keystone, a majority of
not less than three-fourths (75%) of the votes cast at the relevant SGM, and
(ii) in the case of ShaMaran, not less than a two-thirds (66.67%) majority of
the votes cast at the relevant SGM.

The Lundin Family, the largest shareholder of ShaMaran, holds approximately
25.6% of ShaMaran's issued and outstanding shares, including shares represented
by SDRs. Lansdowne Partners manages shareholdings representing approximately 13%
of Gulf Keystone's issued and outstanding shares. Each has informed ShaMaran and
Gulf Keystone, respectively, that it supports the Transaction and that, as at
the date of this announcement, it intends to vote its shares in favour of the
Transaction at the relevant SGM.

The SGMs are expected to be held on or about 22 December 2026. The notices to
convene the SGMs will be published through separate press releases. Gulf
Keystone and ShaMaran will publish a merger information document in accordance
with the Stock Market Self-Regulation Committee's (Sw. Aktiemarknadens
självregleringskommitté) takeover rules for certain trading platforms (the
"Swedish Takeover Rules") on or around 1 December 2026.

Financing 

The completion of the Transaction is not conditional upon any financing, as the
merger consideration in its entirety comprises newly issued ordinary shares in
Gulf Keystone.

The two companies will operate independently until the Transaction has been
completed. Until such date, the companies will independently finance their
respective activities. It is contemplated that ShaMaran will refinance its 2029
maturity bond with approx. USD 144 million outstanding through issuance of a new
bond. ShaMaran will commence marketing of its bond today. In addition, Gulf
Keystone is considering new debt financing through a potential bond issue to
finance some of its capital expenditures related to the further development of
Shaikan and is expecting to commence marketing shortly after completion of
ShaMaran marketing. These transactions are contemplated in the near term and
will be announced to the market in due course, ensuring clear market and best
execution for each bond.

Due diligence

When preparing for the Transaction, the companies have conducted customary due
diligence reviews of certain business, financial, commercial and legal
information relating to ShaMaran and Gulf Keystone, respectively. During the due
diligence reviews, no material information that had not previously been made
public and that could constitute inside information in relation to ShaMaran or
Gulf Keystone, respectively, was provided, other than ShaMaran's investment in a
25% stake in HKN Hamrin Ltd. and the contemplated bond issues, all of which is
announced in connection with the announcement of the Transaction.

Listings and SDR program

Gulf Keystone's shares are primary listed in the equity shares (transition)
category of the Official List of the UK Financial Conduct Authority (the "FCA")
and traded on the Main Market for listed securities of the London Stock Exchange
and secondary listed on Euronext Growth Oslo. ShaMaran's Shares have a primary
listing on Euronext Growth Oslo, and ShaMaran SDRs are secondary listed on
Nasdaq First North Growth Market Stockholm. 

In exchange for their ShaMaran Shares or ShaMaran SDRs, the ShaMaran
shareholders and holders of ShaMaran SDRs will receive consideration in the form
of newly issued shares in Gulf Keystone. All shareholders in ShaMaran holding
shares in the Norwegian central securities depository (Verdipapirsentralen)
("VPS") will receive Gulf Keystone shares directly through VPS. 

Between the date of this announcement and completion of the Transaction,
ShaMaran intends to cover conversion costs for holders of ShaMaran SDRs who
convert ShaMaran SDRs into ShaMaran Shares registered with VPS during such
period. Holders of ShaMaran SDRs who have converted their ShaMaran SDRs into
ShaMaran Shares in VPS prior to completion of the Transaction will receive newly
issued Gulf Keystone shares directly in VPS in accordance with the Exchange
Ratio. Holders of ShaMaran SDRs who have not converted their ShaMaran SDRs into
ShaMaran Shares in VPS prior to completion of the Transaction will instead
receive unlisted Swedish depository receipts, each representing a newly issued
share in Gulf Keystone ("GKP SDR"). Following completion of the Transaction,
holders of GKP SDRs will be able to convert their GKP SDRs into Gulf Keystone
shares in VPS (the "SDR Program"). For the first 60 days following completion of
the Transaction, Gulf Keystone shall cover conversion costs for holders of GKP
SDRs who convert their GKP SDRs into Gulf Keystone shares registered with VPS.
The SDR Program is a temporary solution that is expected to be terminated no
later than 12 months after the issuance of the GKP SDRs. Upon termination of the
SDR Program, all holders of GKP SDRs who have not yet converted their GKP SDRs
into ordinary shares in Gulf Keystone will automatically have their GKP SDRs
redeemed by Gulf Keystone whereby the shares in Gulf Keystone that the GKP SDRs
represent will be sold in the market and the net average sales proceeds will
then be paid pro rata to the previous holders of such GKP SDRs. Further details
and practical information will be provided in due course.

It is the intention of Gulf Keystone to move its primary listing and uplist to
the main list of Euronext Oslo Børs and in due course discontinue the London
listing to provide a single liquid listing for shareholders. Further details
regarding timing will be provided to the market in due course. The respective
listings of the ShaMaran Shares and ShaMaran SDRs will cease in connection with
the completion of the Transaction.

The Transaction constitutes a reverse takeover for Gulf Keystone under the UK
Listing Rules. As a result, Gulf Keystone expects that the existing listing of
its shares in the equity shares (transition) category of the Official List of
the FCA will be cancelled upon completion of the Transaction. Unless Gulf
Keystone applies for admission of the Combined Company's shares to a different
listing category of the Official List of the FCA, the shares of the Combined
Company will not be admitted to the Official List of the FCA or to trading on
the Main Market for listed securities of the London Stock Exchange.

Indicative timetable5

On or around 1 December 2026 -	Merger information document published
On or around 22 December 2026 - SGMs in Gulf Keystone and ShaMaran

Following shareholder approval and satisfaction or waiver of the applicable
conditions to closing, the parties will submit an application to the Registrar
of Companies in Bermuda for registration of Gulf Keystone as the surviving
company of the merger. The merger will become effective upon the issuance of the
certificate of merger by the Registrar of Companies in Bermuda, at which time
the Transaction will complete, which is expected to occur mid-2027.

Additional information pursuant to the Swedish Takeover Rules and other
regulatory matters

Overview of the Combined Company

Business overview

The Combined Company will be a leading independent oil producer focused on
Kurdistan and Iraq with a highly complementary portfolio of four low-cost,
long-life assets. Gulf Keystone's operated position in the Shaikan Field (61.5%
WI1) will be combined with ShaMaran's non-operated positions in the Atrush (50%
WI) and Sarsang (18% WI) fields in Kurdistan, as well as ShaMaran's announced
investment in the Hamrin field (25% shareholding in HKN Hamrin Ltd., the joint
venture company holding 100% of the Hamrin development and production contract
("DPC")). The Combined Company will benefit from increased scale and
diversification, with combined estimated WI 2P reserves of 323 MMbbl1,2 and
pro-forma WI production of 53 kbopd1,3 ranking in the top 10 of Europe's listed
independents4.

Synergies

The Transaction is expected to create value for the shareholders of the Combined
Company through annual G&A synergies estimated at up to USD 5 million per annum
resulting from the further optimisation of Gulf Keystone's and ShaMaran's lean
corporate costs.

Board of directors, management and employees

An experienced Board of Directors ("Board") will be proposed to shareholders
reflecting the ownership of the Combined Company. William Lundin, CEO of
International Petroleum Corp. and Lundin Family representative on ShaMaran's
current Board of Directors, will be proposed for election as Non-Executive Chair
with Gulf Keystone's current Chair David Thomas continuing as Vice Chair. Chris
Bruijnzeels, ShaMaran's Chair of the Board, Garrett Soden, ShaMaran's CEO,
Marianne Daryabegui, current GKP Board member, and Julien Balkany, current GKP
Board member, will be proposed for election as independent Non-Executive
Directors. Following the Transaction, Gulf Keystone's CEO Jon Harris and CFO
Gabriel Papineau-Legris will continue in their roles for the merged entity, with
Jon Harris joining the Board.

There are currently no decisions on any material changes to Gulf Keystone's or
ShaMaran's employees or to the existing organisation and operations, including
the terms of employment and locations of the business.

Ownership structure

Following completion of the Transaction, shareholders of Gulf Keystone and
shareholders and SDR holders of ShaMaran will each own approximately 50% of the
shares in the Combined Company. The Lundin family will become the largest
shareholder in the Combined Company with a 12.8% stake.

Preliminary combined financial information

The preliminary combined financial information and other estimated financial
effects set forth below are provided for illustrative purposes only. The
preliminary combined financial information in the table below does not
constitute pro forma financial information and has not been reviewed by the
companies' auditors. Financial information for Gulf Keystone and ShaMaran has
been based on unaudited figures for the period 1 January - 30 June 2026.
Accordingly, this information may differ from the pro forma financial
information that will be included in the merger information document. Other
estimated financial future effects set forth in this announcement are based on
hypothetical estimates and should not be viewed as pro forma information. 

Key unaudited financial information under IFRS as reported by each company - in
summary for the period 1 January - 30 June 2026

Amounts in USD million	Gulf Keystone	ShaMaran	Combined Company
Revenue	                    57.8	  55.8	           113.6
Profit after tax	    12.9	  25.8	            38.7
			
Total Assets	           635.9	 473.6	         1,109.5
Equity	                   478.6	 274.2	           752.8

Recommendation from the Board of Directors of ShaMaran

Considering the rationale for the Transaction and the creation of the Combined
Company set out under the sections "Strategic rationale" and "Overview of the
Combined Company" in this press release, ShaMaran's Board of Directors considers
the merger consideration to be fair from a financial point of view and
unanimously recommends the shareholders and ShaMaran SDR holders to vote in
favour of the Transaction at the SGM in ShaMaran, to be held on or about 22
December 2026. 

Pursuant to the Swedish Takeover Rules, ShaMaran's Board of Directors is
required to, based on Gulf Keystone's statement in its announcement of the
Transaction, present its opinion on the impact that the implementation of the
Transaction will have on ShaMaran, particularly in terms of employment, and its
opinion regarding Gulf Keystone's strategic plans for the Combined Company and
the effects it is anticipated that such plans will have on employment and the
locations where ShaMaran conducts its operations. In its press release
announcing the Transaction, Gulf Keystone's states: "There are currently no
decisions on any material changes to Gulf Keystone's or ShaMaran's employees or
to the existing organisation and operations, including the terms of employment
and locations of the business." ShaMaran's Board of Directors assumes that this
statement is accurate and has no reason to take a different view.

The Board of Directors of ShaMaran's decisions on the Transaction, including the
decision to recommend holders of ShaMaran Shares and ShaMaran SDRs to vote in
favour of the Transaction at the SGM in ShaMaran, were made by the board members
Chris Bruijnzeels, Garrett Soden, Keith Hill, Mike Ebsary and William Lundin.
William Lundin is a member of the Lundin family, which, through Nemesia
S.a.r.l., has indicated its support for the Transaction and its intention to
vote in favour of it at the ShaMaran SGM, as described under "Shareholder
approval and support".

Recommendation from the Board of Directors of Gulf Keystone
Gulf Keystone's Board of Directors considers the merger consideration to be fair
from a financial point of view and unanimously recommends the shareholders of
Gulf Keystone to vote in favour of the Transaction at the SGM in Gulf Keystone,
to be held on or about 22 December 2026. 

Shareholdings between Gulf Keystone and ShaMaran

Gulf Keystone does not hold or control any shares in ShaMaran or any other
financial instruments that give Gulf Keystone a financial exposure equivalent to
a shareholding in ShaMaran. Neither Gulf Keystone nor any of its closely related
parties have acquired any shares in ShaMaran during the last six months prior to
the announcement of the Transaction.

ShaMaran does not hold or control any shares in Gulf Keystone or any other
financial instruments that give ShaMaran a financial exposure equivalent to a
shareholding in Gulf Keystone. Neither ShaMaran nor any of its closely related
parties have acquired any shares in Gulf Keystone during the last six months
prior to the announcement of the Transaction.
Pre-merger undertakings

Gulf Keystone and ShaMaran, respectively, have undertaken to use their
reasonable best efforts to complete the Transaction on the terms as set out in
the Bermuda Merger Agreement and the Combination Agreement.

During the period from approval of the Transaction by the SGMs in Gulf Keystone
and ShaMaran, respectively, until completion of the Transaction, Gulf Keystone
and ShaMaran shall, and shall cause each member of their respective groups to,
carry on its business in the ordinary course of business and in the same manner
as heretofore conducted and in compliance with all applicable laws and
regulations. Without limiting the generality of the foregoing, during such
period, neither Gulf Keystone nor ShaMaran shall, and each shall ensure that no
member of its group does, without the prior written consent of the other company
(such consent not to be unreasonably withheld or delayed), take any of the
following actions:

-	amend its organisational documents or change its share capital (except for the
increase in Gulf Keystone's authorised share capital and the consequential
amendment to Gulf Keystone's bye-laws contemplated by the Combination
Agreement), or issue, split, reclassify, sell, redeem, repurchase or encumber
any shares in any group company;
-	declare or pay any dividend or make any other value transfer to shareholders,
directors or members of management, other than (i) dividends of up to USD
25,000,000 per company if completion has not occurred by 15 March 2027, (ii) an
additional dividend of up to USD 25,000,000 per company if completion has not
occurred by 23 August 2027, and (iii) the special dividend of USD 50,000,000 by
Gulf Keystone to its existing shareholders prior to completion;
-	make or agree to any material change to the terms of employment of senior
management, materially change general employment terms or payroll, introduce or
amend any incentive scheme or bonus arrangement (other than ordinary course
bonuses at the boards' discretion), or make any material hiring or workforce
reduction (provided that Gulf Keystone shall be permitted to make hires required
to fulfil its capital expenditure program);
-	waive, settle or compromise any threatened or actual litigation or dispute,
other than for cash amounts not exceeding USD 5,000,000 (or equivalent) per
matter, amounts covered by existing insurance, or settlements involving no
payment and no material obligation;
-	take, or fail to take, any action that would, or would reasonably be likely
to, prevent or materially delay or impede satisfaction of the conditions for
completion of the Transaction;
-	acquire, sell or agree to acquire or sell any material shares, assets or
business (other than ShaMaran's investment in a 25% stake in HKN Hamrin Ltd.),
enter into any material agreement or commitment outside the ordinary course of
business, create any encumbrance over any material asset, or terminate or amend
any material agreement; or
-	incur any financial indebtedness other than the new bonds intended to be
issued by each of Gulf Keystone and ShaMaran, incur any other material
obligation or liability (including guarantees or indemnities), waive any
material claim, or make any loan or capital contribution to a third party.

The foregoing restrictions are subject to certain exceptions, being (i) actions
required by applicable law, (ii) actions expressly permitted or required by the
Combination Agreement, (iii) actions in the ordinary course of business
consistent with past practice, (iv) completion or performance of legally binding
obligations under contracts entered into in the ordinary course prior to the
date of the Combination Agreement, (v) actions in furtherance of an approved
work program, budget or authority for expenditure, (vi) actions in response to a
disaster, emergency, or health, safety or environmental concern, (vii) actions
in response to an event beyond the companies' control with a material adverse
effect on the relevant company, (viii) with respect to ShaMaran, any action in
connection with ShaMaran's investment in a 25% stake in HKN Hamrin Ltd.
(including funding HKN Hamrin Ltd. by loans or capital contributions) and/or the
senior unsecured bond that ShaMaran intends to issue, (ix) the exercise, vesting
or settlement of options, restricted share units or other awards outstanding at
the date of the Combination Agreement under a company's incentive plans in
accordance with their existing terms, and (x) performance of a contractual
obligation to a director or employee existing and disclosed to the other company
prior to the date of the Combination Agreement.

During the period from approval of the Transaction by the SGMs in Gulf Keystone
and ShaMaran, respectively, until completion of the Transaction, each of Gulf
Keystone and ShaMaran shall, to the extent legally permissible, promptly notify
the other company if it becomes aware of any fact, circumstance, act, matter or
other event which has occurred, or is reasonably likely to occur, and which
constitutes a breach of, or is inconsistent with, its obligations under the
Combination Agreement, including the pre-merger undertakings described above.
Conditions for the Transaction

In addition to approvals at each company's SGM, completion of the Transaction is
conditional upon satisfaction of the following conditions, which are for the
benefit of both Gulf Keystone and ShaMaran (the "Mutual Conditions"):

-	approval of the Bermuda Merger Agreement, the Combination Agreement and the
Transaction by the SGMs of Gulf Keystone and ShaMaran, respectively; 
-	that all permits, approvals, decisions and other measures from authorities or
similar bodies required for the Transaction have been obtained, including
approval by the government and/or relevant ministry of the Kurdistan Regional
Government, in each case on terms acceptable to the respective company;
-	no decision by Euronext Oslo Børs to delist the Gulf Keystone shares from
Euronext Growth Oslo based on Gulf Keystone's report on continued listing cf.
Euronext Growth Oslo Rule Book II section 3.16;
-	that the Transaction has not, wholly or partially, been rendered impossible or
significantly impeded as a result of legislation or other regulation, a court
ruling, a decision by a regulatory authority or any similar circumstance;
-	that neither Gulf Keystone nor ShaMaran has breached its pre-merger
undertakings during the period from approval of the Transaction by the SGMs of
Gulf Keystone and ShaMaran, respectively, until completion, in a manner that
would have a material adverse effect on the Transaction or the Combined Company;
and
-	ShaMaran's investment in a 25% stake in HKN Hamrin Ltd. having been completed
prior to or simultaneously with completion of the Transaction.
Completion of the Transaction is further conditional upon satisfaction of the
following conditions, which are for the benefit of Gulf Keystone only (the "Gulf
Keystone Conditions"):
-	no Material Adverse Change6 having occurred in respect of ShaMaran;
-	there is no (i) declaration by any bond trustee under any outstanding bond of
ShaMaran or any member of its group that the outstanding amounts thereunder,
together with accrued interest and any other amounts outstanding, are
immediately due and payable prior to their stated maturity as a result of an
event of default which is continuing under such bond, or (ii) mandatory
redemption pursuant to any such bond having occurred, in each case which has had
or could reasonably be expected to have a material adverse effect on the
financial position of ShaMaran or the Combined Company;
-	no information made public by ShaMaran, or disclosed by ShaMaran to Gulf
Keystone, being inaccurate, incomplete or misleading, and ShaMaran having made
public all information that should have been made public by ShaMaran; and
-	the companies not having received valid notices from holders of Gulf Keystone
shares and/or ShaMaran Shares regarding payment of the fair value of their
shares under the Merger Agreement in respect of a number of Gulf Keystone shares
and ShaMaran Shares which, in aggregate, represents 1.25% or more of the
aggregate number of issued and outstanding Gulf Keystone shares and ShaMaran
Shares.
Completion of the Transaction is further conditional upon satisfaction of the
following conditions, which are for the benefit of ShaMaran only (the "ShaMaran
Conditions"):
-	no Material Adverse Change6 having occurred in respect of Gulf Keystone;
-	there is no (i) declaration by any bond trustee under any outstanding bond of
Gulf Keystone or any member of its group that the outstanding amounts
thereunder, together with accrued interest and any other amounts outstanding,
are immediately due and payable prior to their stated maturity as a result of an
event of default which is continuing under such bond, or (ii) mandatory
redemption pursuant to any such bond having occurred, in each case which has had
or could reasonably be expected to have a material adverse effect on the
financial position of Gulf Keystone or the Combined Company;
-	no information made public by Gulf Keystone, or disclosed by Gulf Keystone to
ShaMaran, being inaccurate, incomplete or misleading, and Gulf Keystone having
made public all information that should have been made public by Gulf Keystone;
and
-	no change in the number of authorised or issued shares or share capital of
Gulf Keystone having occurred (other than in order to facilitate for the
issuance of the merger consideration) since the date of the Combination
Agreement and no instruments, including options and convertible loans, giving
rights to shares if Gulf Keystone have been issued or granted from the date of
the Combination Agreement (excluding granted option rights with vesting, in the
ordinary course, consistent with past practice, relating to long-term incentive
programs or deferred bonuses).
If the conditions set out in this section have not been satisfied (or waived,
where capable of waiver) and completion of the Transaction has not taken place
on or before 31 December 2027, or if required by ShaMaran in order to accept a
superior offer for ShaMaran prior to the date of the ShaMaran SGM, the
Transaction will not be implemented and the Bermuda Merger Agreement and the
Combination Agreement shall cease to have any further effect, provided, however,
that the Transaction will only be discontinued and the Bermuda Merger Agreement
and the Combination Agreement shall only cease to have any further effect, to
the extent permitted by the Swedish Takeover Rules, if the relevant matter is of
material importance to the Transaction or the Combined Company. The Mutual
Conditions may be waived only by written agreement of both Gulf Keystone and
ShaMaran, the Gulf Keystone Conditions may only be waived by Gulf Keystone and
the ShaMaran Conditions may only be waived by ShaMaran, provided that no
condition relating to (i) compliance with the Bermuda Companies Act 1981, (ii)
approval of the Bermuda Merger Agreement by the shareholders of either company
or (iii) any other requirement of applicable law, may be waived.

The Board of Directors of both Gulf Keystone and ShaMaran shall, subject to
applicable law, be entitled to jointly decide to postpone the last date for
fulfilment of the conditions from 31 December 2027 to a later date.

Approval from authorities

As described in the conditions above, the completion of the Transaction is
conditional upon, inter alia, that all permits, approvals, decisions and other
measures from authorities or similar bodies required for the Transaction have
been obtained, including approval by the government and/or relevant ministry of
the Kurdistan Regional Government, in each case on terms acceptable to the
respective company.

According to Gulf Keystone's and ShaMaran's current assessment, the Transaction
will require approval by the government and/or relevant ministry of the
Kurdistan Regional Government. Gulf Keystone and ShaMaran have initiated the
work on filings relevant for the Transaction and expect to obtain the approvals
within 6 - 9 months of the date of this announcement.

Effectiveness of the Merger and statutory Bermuda rights

The Transaction will become effective upon the issuance of a certificate of
merger by the Registrar of Companies in Bermuda. Upon the Merger becoming
effective, the undertaking, property and liabilities of ShaMaran will vest in
Gulf Keystone as the surviving company of the merger and ShaMaran will cease to
exist as a separate legal entity. This is expected to occur mid-2027. The
companies will announce the date on which the Registrar of Companies in Bermuda
is expected to register the Transaction at a later stage.

The last day of trading in the ShaMaran Shares on Euronext Growth Oslo and the
ShaMaran SDRs on Nasdaq First North Growth Market is expected to be the same day
as the registration of the Transaction by the Registrar of Companies in Bermuda
and the first day of trading on Euronext Growth Oslo of the newly issued Gulf
Keystone shares is estimated to take place the first trading day following the
day of the registration of the Transaction, subject to consent from the Oslo
Stock Exchange. 

Following the last day of trading in ShaMaran SDRs and in conjunction with the
registration of the Transaction by the Registrar of Companies in Bermuda,
ShaMaran will confirm its request to DNB Bank ASA, Sweden Branch to terminate
the ShaMaran SDR program. Upon termination, all remaining holders of ShaMaran
SDRs will receive consideration in the form of newly issued Gulf Keystone shares
or GKP SDRs.
The Transaction is a share-for-share statutory merger. Notwithstanding the
share-for-share structure, section 106 of the Bermuda Companies Act recognises
that individual shareholders of either company who do not vote in favour of the
merger have the right to claim the fair value of their shares in cash rather
than shares in the Combined Company. In light of this statutory right, it may be
that one or more shareholders claim the fair value of their shares in cash.
Despite the share-for-share structure of the Transaction, Gulf Keystone will
accommodate that right up to the threshold set out in the Combination Agreement.
Payments of any and all claims up to the cap will be made from Gulf Keystone's
own funds. For more information, please refer to section "Conditions for the
Transaction". The Board of Directors of Gulf Keystone and ShaMaran have, in
accordance with the Bermuda Merger Agreement, determined that the fair value of
each share in Gulf Keystone is USD 2.99 and that the fair value of each share in
ShaMaran is USD 0.186.

Applicable law and disputes

The Swedish Stock Market Self-Regulation Committee's takeover rules for certain
trading platforms and the Swedish Securities Council's rulings and statements
regarding the interpretation and application of the Swedish Takeover Rules apply
to the Transaction. Gulf Keystone has, in accordance with the Swedish Takeover
Rules, undertaken towards Nasdaq Stockholm to comply with the Swedish Takeover
Rules and to submit to any sanctions that Nasdaq Stockholm may impose for a
breach of the Swedish Takeover Rules. Swedish law shall apply to, and any
dispute relating to or arising in connection with, the agreements entered into
between Gulf Keystone and the shareholders of ShaMaran in connection with the
Transaction shall be settled exclusively by the Swedish courts, with the
District Court of Stockholm as the court of first instance. However, each
shareholder is entitled to instead elect arbitration against Gulf Keystone under
the Arbitration Rules of the SCC Arbitration Institute, in which case the seat
of arbitration shall be Stockholm and the language of the proceedings shall be
Swedish.

Since neither Gulf Keystone nor ShaMaran has its registered office in the United
Kingdom, the Channel Islands or the Isle of Man then the City Code on Takeovers
and Mergers (the "Takeover Code") does not apply to the Transaction, and nor
will the Takeover Code apply to the Combined Company following completion of the
Transaction.

Advisors

SB1 Markets AS is acting as financial advisor and Advokatfirmaet BAHR AS is
acting as coordinating lead legal advisor under Norwegian and Swedish law, Carey
Olsen is acting as legal advisor under Bermuda law to Gulf Keystone and Herbert
Smith Freehills Kramer LLP are acting as legal advisor under English law.
Canaccord Genuity Limited and Peel Hunt LLP are Gulf Keystone's retained
corporate brokers in the UK.

Pareto Securities AS is acting as financial advisor and Advokatfirmaet
Thommessen AS is acting as coordinating lead legal advisor under Norwegian law,
Gernandt & Danielsson Advokatbyrå is acting as legal advisor under Swedish law
and Conyers Dill & Pearman Limited is acting as legal advisor under Bermuda law
to ShaMaran.

Conference call and investor presentation:

Gulf Keystone will host a presentation for investors and analysts at 11:00 CEST
today (20 October 2026). 

Sell-side analysts are requested to join the meeting via the dial-in details
provided to them separately and ask questions verbally. Investors are encouraged
to submit written questions via the webcast.

Link to webcast: https://brrmedia.news/GKPSNM2026

Further information, including the investor presentation and a replay of the
conference call will be provided on www.gulfkeystone.com and
www.shamaranpetroleum.com. 


(1)	Based on a Gulf Keystone WI in Shaikan of 61.5%. Current WI of 80% subject
to expected reduction to 61.5% post implementation of 2nd Shaikan PSC amendment.

(2)	As of 31 December 2025. 2P reserves related to the Shaikan field are
internally estimated by Gulf Keystone. ShaMaran resources are estimated by
McDaniel & Associates Consultants Ltd.
(3)	Gulf Keystone WI production based on current gross well capacity of
approximately 45,000 bopd. ShaMaran WI production based on estimated gross
restart production rate of 40-44K bopd at Atrush and 20-24K bopd at Sarsang
(post rerouting of production to smaller Early Production Facilities).
(4)	Among European-listed oil and gas independents, with peer production
reflecting the period of each company's latest financial report.
(5)	All dates are preliminary and may be subject to change.
(6)	"Material Adverse Change" means any event, change, occurrence, effect or
fact that, individually or in the aggregate with other events, changes,
occurrences, effects or facts, results in production from either the Shaikan
Field in Kurdistan ("GKP Asset") or the Atrush Block and Sarsang Block in
Kurdistan ("SP Assets") being below the MAC Daily Threshold (meaning, with
respect to the GKP Asset, a WI production of less than 10,000 barrels of oil per
day ("bopd"), and for the SP Assets, an aggregate WI production of less than
10,000 bopd) for each day in a continuous period of 120 days or more, as a
result of any physical damage occurring to all or any part of the GKP Asset or
SP Assets, respectively, provided that any production shut-in, interruption or
physical damage occurring, existing or publicly disclosed prior to the signing
date of the Combination Agreement, and the continuation thereof, shall be
disregarded.

Contact:

ShaMaran 

Elvis Pellumbi	+41 22 560 8600
Chief Financial Officer	info@shamaranpetroleum.com  


Gulf Keystone  

Aaron Clark	+44 (0) 20 7514 1400   
Head of Investor Relations & Corporate Communications	aclark@gulfkeystone.com



About ShaMaran:

ShaMaran is an independent oil and gas company with non-operated stakes in three
fields in Iraq. The Company indirectly holds a 50% WI in the Atrush Block and an
18% WI in the Sarsang Block, both in the Kurdistan Region of Iraq. The Company
has entered into an agreement for a 25% interest in the Hamrin JV, which holds
the Hamrin DPC in Federal Iraq. The Company is listed in Oslo on Euronext Growth
and in Stockholm on Nasdaq First North (ticker "SNM"). ShaMaran is part of the
Lundin Group of Companies. ShaMaran's Certified Advisor on Nasdaq First North is
FNCA Sweden AB.

Elvis Pellumbi, CFO, +41 22 560 8600, info@shamaranpetroleum.com,
www.shamaranpetroleum.com

About Gulf Keystone:

Gulf Keystone Petroleum Ltd. (LSE & OSE: 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


Other disclosures 

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act and published in
accordance with the Swedish Takeover Rules. This stock exchange announcement was
published by Elvis Pellumbi, Chief Financial Officer at ShaMaran Petroleum Ltd.
and Aaron Clark, Head of Investor Relations & Corporate Communications at Gulf
Keystone Petroleum Ltd., on 20 October at 08:00 CEST.

For more information about the Transaction, please visit:
https://shamaranpetroleum.com/investors/stock-info/ and
https://www.gulfkeystone.com/investors/gkp-merger-with-shamaran-petroleum/.

IMPORTANT NOTICE
This announcement is issued for information purposes only and does not
constitute notice to a general meeting or the Bermuda Merger Agreement, nor does
it form a part of any offer to sell, or a solicitation of an offer to purchase,
any securities in any jurisdiction. Neither this announcement nor the
information contained herein is for publication, distribution or release, in
whole or in part, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or
any other jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction. The publication, distribution or release of
this announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
should inform themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.

The securities mentioned herein have not been, and will not be, registered under
the United States Securities Act of 1933, as amended (the "US Securities Act").
The securities may not be offered or sold in the United States except pursuant
to an exemption from the registration requirements of the US Securities Act or
in a transaction not subject to the US Securities Act. Any decision with respect
to the proposed merger should be made solely on the basis of information to be
contained in the actual notices to the general meetings of the relevant
companies, and the Bermuda Merger Agreement (with pertaining documents) related
to the merger. You should perform an independent analysis of such information
when making any investment decision.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. By their nature, forward-looking statements involve risk
and uncertainty because they reflect the Company's current expectations and
assumptions as to future events and circumstances that may not prove accurate. A
number of material factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
No assurance can be given that such expectations will prove to have been
correct. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities.

This press release has been published in English and Swedish. In the event of
any discrepancy between the two language versions, the English version shall
prevail.
nue"\, "should" and\
similar expressions. By their nature\, forward-looking statements involve risk\
and uncertainty because they reflect the Company's current expectations and\
assumptions as to future events and circumstances that may not prove accurate. A\
number of material factors could cause actual results and developments to differ\
materially from those expressed or implied by these forward-looking statements.\
No assurance can be given that such expectations will prove to have been\
correct. The information\, opinions and forward-looking statements contained in\
this announcement speak only as at its date and are subject to change without\
notice.\
\
This announcement is for information purposes only and is not to be relied upon\
in substitution for the exercise of independent judgment. It is not intended as\
investment advice and under no circumstances is it to be used or considered as\
an offer to sell\, or a solicitation of an offer to buy any securities or a\
recommendation to buy or sell any securities.\
\
This press release has been published in English and Swedish. In the event of\
any discrepancy between the two language versions\, the English version shall\
prevail.\