Implementation Agreement

Gulf Keystone Petroleum Ld 22 May 2007 Not for release, publication or distribution in or into jurisdictions other than the United Kingdom and Bermuda where to do so would constitute a contravention of the relevant laws of such jurisdiction Amendment to Implementation Agreement Gulf Keystone announces that yesterday it entered into an amendment agreement ("Amendment Agreement") with RAK Petroleum amending the terms of the Algerian Material Adverse Change termination clause set out in the Implementation Agreement. The effect of the Amendment Agreement is to amend the provisions under which the occurrence of an Algerian Material Adverse Change (as defined below) would give rise to the right for RAK Petroleum to terminate the Implementation Agreement, the Amalgamation Agreement and the Amalgamation after the date of the Special General Meeting of the Company (the "SGM"). Under the terms of the Amendment Agreement, RAK Petroleum will have the right to terminate the Implementation Agreement, the Amalgamation Agreement and the Amalgamation if an Algerian Material Adverse Change occurs between 13 April 2007 and the date which falls 5 Business Days after the date that the Management Committee (Conseil de Gestion), in accordance with the relevant provision of and within the time limits set forth in the Block 126a PSC, declares the GKN and GKS fields commercially exploitable in accordance with the Final Discovery Report (as defined below), as evidenced by the unanimously signed minutes of the relevant meeting of the Management Committee. The definition of an Algerian Material Adverse Change has been amended to now mean: "any event, occurrence, or change of circumstance specifically relating to Algeria (excluding (i) the reports or results from any currently planned well testing being carried out by Gulf Keystone, (ii) war or terrorism and (iii) official written notification of a change in the fiscal regime applicable to the Algerian Assets which represents a material adverse change to the laws and decrees as published in Algeria at the date of the Amendment Agreement) which individually or together with other events, occurrences or circumstances in Algeria, has or is reasonably likely to have a material adverse effect on Gulf Keystone's Algerian business or on the Algerian Assets (such as RAK Petroleum having become aware of any Materially Adverse Information regarding the validity, ownership, or scope of the Hydrocarbon Rights or Gulf Keystone's currently pending application for the declaration of commerciality in respect of the GKN and GKS fields)". The definition of Final Discovery Report has been amended to mean: "the Final Discovery Report dated January 2007 as Disclosed as amended and finally submitted to the Management Committee (Conseil de Gestion) in a form substantially similar to the Final Discovery Report dated January 2007 as Disclosed taking into account all necessary changes to reflect the passage of time from January 2007 until the date of final submission (such as for example the start date of first oil production)". The Acquisition remains subject to a number of other conditions, which are summarised in paragraph 2 of Part III of the Circular distributed to Gulf Keystone Shareholders on 13 April 2007 and are set out in full in Appendix B to the Circular. The SGM is being held today at the offices of Cox Hallett Wilkinson, Milner House, 18 Parliament Street, Hamilton, Bermuda at 1.00pm Bermuda time (5.00pm London time) to, inter alia, approve the Amalgamation Resolution. Subject to the satisfaction or waiver of all conditions, the Amalgamation is currently anticipated to be completed by no later than 11 August 2007. Unless otherwise stated, defined terms used in this Announcement shall have the same meaning as those used in the Circular posted to Gulf Keystone Shareholders on 13 April 2007. Enquiries: Gulf Keystone Petroleum +44 (0)20 7514 1400 Bill Guest Todd Kozel Jon Cooper Citigate Dewe Rogerson +44 (0)20 7638 9571 Media enquiries: Martin Jackson Analyst enquiries: Nina Soon This Announcement does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any security, nor is it a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law. This Announcement has been prepared for the purposes of complying with English and Bermuda law and information disclosed in it may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England or Bermuda. This information is provided by RNS The company news service from the London Stock Exchange
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