GULF KEYSTONE PETROLEUM LIMITED

1 This document comprises a prospectus relating to gulf KEYSTONE PETROLEUM LIMITED (the Company ) prepared in accordance withthe Prospectus rules . This document has been approved by the Financial Conduct Authority (the FCA ) in accordance with Part VIof the Financial Services and Markets Act 2000 ( FSMA ) and has been filed with the FCA and made available to the public inaccordance with Rule of the Prospectus have been made to the UK Listing Authority and the London Stock Exchange for all of the Common Shares to be admitted tothe standard segment of the Official List and to trading on the London Stock Exchange s Main Market for listed securities, to trading on the Main Market constitutes admission to trading on a UK regulated market. It is expected that admission will becomeeffective and that dealings for normal settlement in the Common Shares will commence on 25 March Company and each of the Directors, whose names appear on page 43 of this document, accept responsibility for the information containedin this document.

2 To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such isthe case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import ofsuch should read this document in its entirety. In particular, your attention is drawn to Part 2: Risk Factors for a discussion ofthe risks that might affect the value of your shareholding in the KEYSTONE PETROLEUM LIMITED (Incorporated and registered in Bermuda under the Companies Act (Bermuda) with Registered No. 31165) Admission to the Official List (by way of a Standard Listing underChapter 14 of the Listing rules ) and to trading on the London Stock Exchange s Main Market for listed securities of 888,933,057 Common SharesDeutsche BankFinancial AdviserThe Company is not offering any Common Shares nor any other securities in connection with Admission.

3 This document does notconstitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any Common Shares nor any other securities in anyjurisdiction. The Common Shares will not be generally made available or marketed to the public in the UK or any other jurisdictionin connection with Common Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the SecuritiesAct ), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of anyprovince or territory of Australia, Canada or Japan. Securities may not be offered or sold in the United States absent: (i) registration under theSecurities Act; or (ii) an available exemption from registration under the Securities Act.

4 The Common Shares have not been and will not beoffered or sold in the United States, Australia, Canada or Japan or to or for the account or benefit of any person resident in Australia, Canadaor Japan and this document does not constitute an offer to sell or a solicitation of an offer to purchase or subscribe for Common Shares in suchjurisdictions or in any jurisdiction in which such offer or solicitation is unlawful or would impose any unfulfilled registration, publication orapproval requirements on the Company. These materials may not be published, distributed or transmitted by any means or media, directly orindirectly, in whole or in part, in or into the United States, Australia, Canada or Japan. The distribution of this document in other jurisdictionsmay be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe has been made for the Common Shares to be admitted to the standard segment of the Official List.

5 A Standard Listing affordsinvestors in the Company a lower level of regulatory protection than that afforded to investors in companies whose securities are admitted tothe premium segment of the Official List, which are subject to additional obligations under the Listing should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Company s compliance with any ofthe Listing rules and/or any provision of the Model Code or those aspects of the Disclosure and Transparency rules which the Company hasindicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company to Bank AG, London Branch ( Deutsche Bank ), which is authorised in the United Kingdom by the Prudential Regulation Authority(the PRA ) and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for the Company and for no one else inrelation to Admission and the arrangements referred to in this document.

6 Deutsche Bank will not regard any other person (whether or not arecipient of this document) as its client in relation to Admission and will not be responsible to anyone other than the Company for providingthe protections afforded to clients of Deutsche Bank or for providing any advice in relation to Admission, the contents of this document or anytransaction or arrangement referred to herein. No liability whatsoever is accepted by Deutsche Bank for the accuracy of any information oropinions contained in this document or for the omission of any material information, for which it is not prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA or Rule the Prospectus rules , the publication of this document does not create any implication that there has been no change in the affairs of theGroup since, or that the information contained herein is correct at any time subsequent to, the date of this document.

7 Notwithstanding anyreference herein to the Company s website, the information on the Company s website does not form part of this 20 March 2014 AIII KEYSTONE PETROLEUM production operationsShaikan-7 deep exploration wellShaikan production facility PF-1 CONTENTSPagePART 1 SUMMARY1 PART 2 RISK FACTORS13 PART 3 PRESENTATION OF FINANCIAL AND OTHER INFORMATION35 PART 4 CONSEQUENCES OF A STANDARD LISTING40 PART 5 EXPECTED TIMETABLE OF PRINCIPAL EVENTS42 PART 6 DIRECTORS, SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS43 PART 7 IRAQ AND KURDISTAN45 PART 8 THE BUSINESS52 PART 9 DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE73 PART 10 SELECTED FINANCIAL INFORMATION81 PART 11 OPERATING AND FINANCIAL REVIEW83 PART 12 CAPITALISATION AND INDEBTEDNESS109 PART 13 HISTORICAL FINANCIAL INFORMATION111 Part AInformation from the Annual Report for the year ended 31 December 2012112 Part BInformation from the Annual Report for the year ended 31 December 2011161 Part CInformation from the Annual Report for the year ended 31 December 2010210 Part DInformation from the Half Year Report for the six months ended 30 June 2013 255 PART 14 CREST AND DEPOSITARY ARRANGEMENTS277 PART 15 TAXATION282 PART 16 ADDITIONAL INFORMATION285 PART 17 DEFINITIONS319 PART 18 GLOSSARY OF TECHNICAL TERMS324 PART 19 COMPETENT PERSON S REPORT326iTHIS PAGE IS INTENTIONALLY LEFT BLANKPART 1 SUMMARYS

8 Ummaries are made up of disclosure requirements known as Elements . These elements are numbered inSections A E ( ).This summary contains all the Elements required to be included in a summary for this type of security andissuer. Because some Elements are not required to be addressed, there may be gaps in the numberingsequence of the though an Element may be required to be inserted in the summary because of the type of security andissuer, it is possible that no relevant information can be given regarding the Element. In this case, a shortdescription of the Element is included in the summary with the mention of not applicable .Section A Introduction and summary must be read as an introduction to theprospectus. Any decision to invest in Common Sharesshould be based on consideration of the prospectus as awhole by the investor.

9 Where a claim relating to theinformation contained in the prospectus is brought before acourt, the plaintiff investor might, under the nationallegislation of the Member States, have to bear the costs oftranslating the prospectus before the legal proceedings areinitiated. Civil liability attaches only to those persons whohave tabled the summary, including any translation thereof,but only if the summary is misleading, inaccurate orinconsistent when read together with other parts of theprospectus or it does not provide, when read together withthe other parts of the prospectus, key information in orderto aid investors when considering whether to invest in for intermediariesNot applicable; the Company has not given its consent tothe use of this document for the resale or final placement ofthe Common Shares by financial B and commercial nameGulf KEYSTONE PETROLEUM Company was incorporated and registered in Bermudaon 29 October 2001 under the Companies Act (Bermuda)and the regulations made thereunder as an exemptedcompany LIMITED by shares with the name gulf KeystonePetroleum Algeria, Ltd and with registered number to a Shareholders resolution dated 18 May 2004,the Company s name was changed to gulf KeystonePetroleum LIMITED on 20 May ofincorporationElement A1 Element A2 Element B1AI B2AI KEYSTONE PETROLEUM LIMITED (the Company )

10 Is anindependent oil and gas exploration, development andproduction company with operations in Kurdistan. TheGroup is in the process of negotiating an orderly exit fromthe Ferkane PSC, its last remaining link to its historicoperations in Group s principal assets are held through theCompany s wholly owned subsidiary, gulf KeystonePetroleum International LIMITED ( GKPI ) which holdsinterests in four contiguous exploration blocks inKurdistan the Shaikan, Sheikh Adi, Ber Bahr andAkri-Bijeel Blocks. GKPI is the operator of the Shaikanand Sheikh Adi Company s strategy is to: Ramp-up commercial production and sales of oilfrom Shaikan Become a self-funding business and maintainfinancial flexibility Increase reserves through further exploration andappraisal Complete sale of its interest in Akri-Bijeel andorderly exit from Algeria to focus on core assetsThe Directors believe that the Company s key strengthsinclude.