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REG-Gulf Keystone Petroleum Ltd 2024 Full Year Results Announcement

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Gulf Keystone Petroleum Ltd (GKP)
2024 Full Year Results Announcement

20-March-2025 / 07:00 GMT/BST

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20 March 2025

                                          

                                          

                      Gulf Keystone Petroleum Ltd. (LSE: GKP)

               (“Gulf Keystone”, “GKP”, “the Group” or “the Company”)

                                          

                        2024 Full Year Results Announcement

 

          $25 million interim dividend declared & 2025 guidance reiterated

                                          

 

Gulf Keystone, a leading independent operator  and producer in the Kurdistan  Region
of Iraq, today announces its results for the full year ended 31 December 2024.

 

Jon Harris, Gulf Keystone’s Chief Executive Officer, said:

“2024 was a year of strong operational and financial delivery for Gulf Keystone.  We
have sustained our  positive momentum  into 2025, with  year to  date gross  average
production of c.46,400 bopd, strong local sales demand and a disciplined expenditure
programme supporting  continued free  cash  flow generation.  As  a result,  we  are
pleased to announce today the  declaration of a $25  million interim dividend as  we
reiterate our  2025  operational  and  financial  guidance.  We  remain  focused  on
facilitating a solution  to restart  oil exports  as we  continue to  seek fair  and
transparent agreements regarding  payment surety, the  repayment of receivables  and
the preservation of current contract economics.”

Highlights to 31 December 2024 and post reporting period

 

Operational

 

  • Zero Lost  Time  or  Recordable  incidents in  2024,  well  below  the  relevant
    Kurdistan and international peer benchmarks,  with safety track record  extended
    to over 790 LTI-free days as at 18 March 2025
  • 2024 gross average production of 40,689  bopd, an 86% increase versus the  prior
    year (2023: 21,891 bopd)

       ◦ Reflects a full year of local sales in 2024 following the impact of the
         suspension of pipeline exports in March 2023
       ◦ Despite temporary disruptions to truck availability during regional
         holidays and elections and the impact of the planned PF-1 shutdown in
         November 2024, strong local market demand from Q2 2024 onwards enabled the
         return to production at full capacity in several months
       ◦ Average realised price for 2024 sales of $26.8/bbl, with prices stabilising
         in a range of c.$27-$28/bbl in H2 2024

  • 2025 year to date (to 18 March 2025) gross average production of c.46,400 bopd:

       ◦ Continued strong local market demand, with realised prices averaging
         between $27-$29/bbl

 

Shaikan Field estimated reserves

 

  • The Company estimates gross  2P reserves of  443 MMstb as  at 31 December  2024,
    reflecting the Company’s year end 2023 internal estimate of 458 MMstb reduced by
    gross production of 15 MMstb in 2024

 

Financial

 

  • Strong financial performance, with  a full year of  robust local sales  combined
    with capital  and  cost discipline  underpinning  a  return to  free  cash  flow
    generation and the restart of shareholder distributions
  • Adjusted EBITDA increased 52% to $76.1 million in 2024 (2023: $50.1 million)  as
    higher production more than offset the decline in realised prices related to the
    transition from exports to discounted local sales

       ◦ Revenue increased 22% to $151.2 million (2023: $123.5m) as the increase in
         2024 volumes more than offset the 34% decline in average realised price to
         $26.8/bbl (2023: $40.9/bbl)
       ◦ Gross operating costs per barrel decreased 21% to $4.4/bbl (2023:
         $5.6/bbl), primarily reflecting higher production and a continued focus on
         efficient operations

  • Net capital expenditure of $18.3  million (2023: $58.2 million), reflecting  the
    Company’s disciplined work  programme comprised of  safety critical upgrades  at
    PF-1 and production optimisation expenditures
  • 2024 monthly average net capital expenditure,  operating costs and other G&A  of
    $6.8 million, below the Company’s guidance of c.$7 million
  • Free cash flow generation of $65.4 million, relative to a $13.1 million  outflow
    in 2023, funding the restart of shareholder distributions and preservation of  a
    robust, debt-free balance sheet:

       ◦ $45 million of shareholder distributions in 2024 consisting of $35 million
         of dividends and $10 million of share purchases completed under the buyback
         programme launched in May 2024
       ◦ 2024 year-end cash balance of $102 million (31 December 2023: $82 million)
       ◦ Cash balance as at 19 March 2025 of $115 million

 

Outlook

  • 2025 operational and financial guidance reiterated:

       ◦ Gross average production of 40,000 – 45,000 bopd:

            ▪ Subject to local market demand remaining at current strong levels
            ▪ Continues to reflect assumptions regarding the planned PF-2 shut-in,
              truck availability during regional holidays and field declines
            ▪ Should there be  any significant unforeseen  disruptions to demand  or
              the  restart  of  pipeline  exports,  the  Company  will  update   its
              production expectations as appropriate

       ◦ Net capital expenditure of $25-$30 million:

            ▪ c.$20 million: Safety and maintenance upgrades at PF-2, scheduled for
              Q4 2025 and expected to require the shut-in of the facility for c.3
              weeks, similar to PF-1 in 2024
            ▪ $5-$10 million: Production optimisation programme consisting of low
              cost, quick payback well interventions
            ▪ Continue to explore range of additional plant initiatives to enhance
              production, including water handling, with planned reviews later in
              2025 based on the Company’s liquidity position and operating
              environment

       ◦ Operating costs of $50-$55 million and other G&A expenses below $10 million

  • $25 million interim dividend announced today, the first semi-annual dividend  to
    be paid under  the shareholder  distributions framework announced  on 8  October
    2024

       ◦ The dividend will be paid on 23 April 2025, based on a record date of 4
         April 2025 and ex-dividend date of 3 April 2025
       ◦ USD and GBP rate per share to be announced ahead of the payment date based
         on the Company’s latest total issued share capital

  • The recent share buyback programme of up to $10 million, expiring 20 March 2025,
    has not  been renewed  in light  of  the interim  dividend declaration  and  the
    strength of the Company’s share price

       ◦ Share buybacks will continue to be considered opportunistically by the
         Board

  • The  Company  continues  to  proactively  engage  with  government  stakeholders
    regarding a solution  to enable the  restart of Kurdistan crude exports  through
    the Iraq-Türkiye Pipeline:

       ◦ Several recent meetings held with the Kurdistan Regional Government and
         Federal Government of Iraq
       ◦ The Company remains ready to resume oil exports provided we have agreements
         on payment surety for future oil exports, the repayment of outstanding
         receivables and the preservation of current contract economics

 

 

Investor & analyst presentations

 

GKP’s management team will be hosting  a presentation for analysts and investors  at
10:00am (GMT) today via live audio webcast:

 

 1 https://brrmedia.news/GKP_FY_2024

 

Management will also be hosting an additional webcast presentation focused on retail
investors via the Investor Meet Company ("IMC") platform at 12:00pm (GMT) today. The
presentation is open  to all  existing and potential  shareholders and  participants
will be able to submit questions at any time during the event.

 

 2 https://www.investormeetcompany.com/gulf-keystone-petroleum-ltd/register-investor

 

Recordings of both presentations will be made available on GKP’s website.

 

 

This announcement contains  inside information  for the  purposes of  the UK  Market
Abuse Regime.

 

Enquiries:

 

Gulf Keystone:                          +44 (0) 20 7514 1400  
Aaron Clark, Head of Investor Relations

& Corporate Communications               3 aclark@gulfkeystone.com

 
FTI Consulting                          +44 (0) 20 3727 1000
Ben Brewerton
                                         4 GKP@fticonsulting.com
Nick Hennis

 

or visit:  5 www.gulfkeystone.com

 

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:  6 www.gulfkeystone.com 

 

Disclaimer

 

This announcement contains  certain forward-looking statements  that are subject  to
the risks and uncertainties associated with the oil & gas exploration and production
business.  These statements are made by the Company and its Directors in good  faith
based on the information available to them up to the time of their approval of  this
announcement but such  statements should  be treated  with caution  due to  inherent
risks and uncertainties, including both economic and business factors and/or factors
beyond the Company's control or within the Company's control where, for example, the
Company decides on a change of plan or strategy. This announcement has been prepared
solely to  provide additional  information  to shareholders  to assess  the  Group's
strategies and the  potential for  those strategies to  succeed.  This  announcement
should not be relied on by any other party or for any other purpose.

 

 

Chair’s statement

This is my first  annual results statement  as Chair of  Gulf Keystone following  my
appointment under sad circumstances  in September 2024 after  the passing of  Martin
Angle. Martin was an  excellent Chair, an outstanding  professional and above all  a
good friend with whom  I worked for  many years as a  Non-Executive Director. He  is
sorely missed  by all  of us  at  the Company.  Thankfully, he  has left  behind  an
experienced and diligent Board of Directors and a talented executive team focused on
driving shareholder  value from  the Company’s  world-class asset,  the Shaikan  oil
field.

 

The last two years have  been a challenging period  for Gulf Keystone, catalysed  by
the  suspension  of  international  crude   oil  exports  from  Kurdistan  via   the
Iraq-Türkiye Pipeline (“ITP”) in  late March 2023 and  the resultant requirement  to
preserve the Company’s liquidity by accessing  new local oil markets whilst  cutting
costs and safely maintaining production. I  am pleased to say that these  challenges
have been met and, during 2024, the  Company generated a significant amount of  free
cash flow with a much leaner  organisation and strong production levels.  Production
during the year averaged 40,689 bopd gross which, given the relatively low level  of
development activity, was a good outcome  and again demonstrates the quality of  the
Shaikan reservoir.

 

The improved cash  flow position  allowed for the  settlement of  all the  Company’s
overdue invoices  to  our  suppliers  and  service providers  in  Q1  2024  and  for
shareholder distributions to  recommence consistent  with our stated  policy. A  $10
million share  buyback programme  was announced  in May  2024 and,  with  continuing
strong local sales demand and improving liquidity, the Board approved the payment of
a total of $35 million of dividends in July and October 2024. The total  shareholder
distributions completed during the year were $45 million.

 

Gulf Keystone’s strong operational and  financial performance in 2024 reflected  the
Company’s commitment  to  maximise  shareholder  value  and  positions  it  well  to
capitalise on  the potential  restart  of international  oil  exports when  the  ITP
reopens. GKP’s leadership team and Board  continue to dedicate a significant  amount
of time  and effort  to engaging  with  government and  other stakeholders  to  move
towards a solution,  both as a  Company and  alongside other IOCs  operating in  the
region. Engagement remains  ongoing as  we continue  to seek  agreements on  payment
surety,  the  repayment  of  past  receivables  and  the  preservation  of  existing
commercial terms. We are hopeful of a  swift resolution and remain ready to  quickly
restart oil exports.

 

One of our primary areas of  focus as a Board in 2024  was to ensure that we  retain
the Company’s considerable talent  to navigate through  the current operational  and
commercial environment in Kurdistan. At  the same time, we  oversaw a number of  new
Director appointments which have deepened the experience and expertise of the  Board
and also enabled  us to  meet the  UK Corporate  Governance Code  and Listing  Rules
requirements in respect of Board independence, gender and ethnic diversity.

 

In June  2024, we  were pleased  to welcome  Gabriel Papineau-Legris  as a  Director
following his appointment as Chief Financial Officer at the 2024 AGM, replacing  Ian
Weatherdon who retired. In  October 2024, we also  appointed Catherine Krajicek  and
Marianne Daryabegui to the  Board and together they  bring many years of  experience
working in the oil and gas industry,  emerging markets, finance and M&A and also  as
Non-Executive Directors. In addition to  her other Board responsibilities,  Marianne
has assumed the role of the Senior  Independent Director for the Company. I am  sure
that our new Board members will make  a significant contribution to the Company  and
look forward to working with them in the future.

 

I would like to take this opportunity to thank our shareholders for their  continued
support through  what  has been  a  period of  volatility  and uncertainty  for  the
Company. We  continue to  actively  engage with  our  shareholders and  welcome  all
feedback. Gulf Keystone has emerged as a fitter and stronger organisation and,  with
the success of the local sales arrangements and safe maintenance and enhancement  of
the Shaikan  Field’s  production capacity,  has  been able  to  restart  shareholder
distributions with top quartile total shareholder return performance of 24% in  2024
relative to our  peers (assuming dividends  paid in the  year were reinvested).  The
Board and the Company are now focused on unlocking further upside value by  securing
a commercial solution to restart oil exports while delivering on our operational and
financial guidance for the year.

 

 

David Thomas

Non-Executive Chair

 

19 March 2025

 

 

CEO review

2024 was a positive year for Gulf Keystone, characterised by strong operational  and
financial delivery despite the challenging operating environment. As the local sales
market in Kurdistan developed, we returned to consistently strong production  levels
which, combined with a lean  work programme and strict  cost control, enabled us  to
generate significant  free  cash  flow,  facilitating  the  restart  of  shareholder
distributions and the preservation of our robust balance sheet. 

 

2024 performance

Our performance  was underpinned  by the  extension of  our excellent  safety  track
record, with zero  Lost Time or  Recordable incidents  in the year,  well below  the
relevant Kurdistan and international peer benchmarks. This was achieved despite 24/7
truck loading operations at both production facilities and the temporary shut-in  of
PF-1, which involved close to 100,000 working hours of activity. We were pleased  to
further extend our  record of  Lost Time  Incident free days  to over  two years  in
January 2025 and have been currently operating  without an LTI for over 790 days  as
at 18 March 2025.

 

2024 gross average production of 40,689 bopd was almost double 2023’s performance of
21,891 bopd as we returned to a full year of sales after the extended shut-in of the
Shaikan Field in Q2 2023 due to  the suspension of Kurdistan crude exports. After  a
slow start  in Q1  2024, during  which the  local market  was developing  to  absorb
increasing supply from producers in the region, we saw strong underlying demand from
the second quarter onwards. This  enabled a number of  months of high production  at
levels we  had last  seen prior  to  the shut-in  of the  ITP, with  September  2024
production of 48,458 bopd our best month on record.

 

Local market  demand was  tempered by  temporary disruptions  to truck  availability
during regional holidays, in particular the  two Eid celebrations in April and  June
2024, and temporary  road closures related  to the Kurdistan  regional elections  in
October 2024. Production was also reduced as expected during the planned shutdown of
PF-1 in November 2024 as we installed safety upgrades and carried out maintenance.

 

Local sales realised prices averaged $26.8/bbl in 2024. As with production  volumes,
we saw lower prices in Q1 2024 which then improved and stabilised in the second half
of the year. Prices have averaged between $27-$29/bbl in 2025 year to date, as at 18
March 2025.

 

Our ability  to  meet local  market  demand was  supported  by the  execution  of  a
disciplined work  programme  focused on  maintaining  and enhancing  the  production
capacity of the Shaikan Field whilst preserving  the future value of the field.  The
successful completion of safety upgrades and  maintenance at PF-1 have improved  the
safety and reliability of the  plant, while production optimisation expenditures  on
existing wells enabled us to  offset field declines in  the year. The Shaikan  Field
continues to perform extremely well after over ten years of operations and over  135
million barrels of production.

 

Higher production and the achievement of an average monthly capex and cost run  rate
below $7 million, in  line with guidance,  enabled us to  generate $65.4 million  of
free cash flow. In line with our  commitment to return excess cash to  shareholders,
we distributed $45 million of dividends and share buybacks in the year, an excellent
outcome after we had been forced to suspend our ordinary dividend policy in 2023 due
to the suspension of exports.

 

Shaikan Field estimated reserves

The Company  estimates gross  2P  reserves of  443 MMstb  as  at 31  December  2024,
reflecting our  year-end  2023 internal  estimate  of  458 MMstb  reduced  by  gross
production of 15 MMstb in 2024.

 

We have estimated 2P reserves based on a number of modelling assumptions,  including
a return to development drilling and the expansion of our production facilities from
2026. A return to  field development continues  to be predicated  on the restart  of
exports and  establishment of  a stable  commercial and  payments environment.  This
would also likely  be the point  at which we  would review the  commissioning of  an
updated Competent  Person’s Report  (“CPR”), including  a comprehensive  independent
assessment of 1P  and 2P reserves  and 2C  resources. Our last  independent CPR  was
prepared by ERC Equipoise (“ERCE”) as at 31 December 2022.

 

2025 outlook

Gross production has averaged  c.46,400 bopd in  the year to date  (1 January to  18
March 2025),  supported by  continued  strong local  sales  demand, enabling  us  to
reiterate our  gross average  production  guidance of  40,000  to 45,000  bopd.  Our
full-year guidance is contingent on stable demand at current levels and a number  of
other assumptions, including estimated field declines of around 6-10%, the  expected
impact on  production from  the planned  PF-2 shutdown  later in  the year  and  the
estimated reduction in truck  availability during regional  holidays. Should we  see
any unforeseen disruptions in the local market or the restart of exports, we  expect
to review the guidance.

 

We remain focused on  balancing capital and cost  discipline while maintaining  safe
and reliable production capacity. We are executing a similar work programme to 2024,
with estimated net  capital expenditures of  $25-$30 million in  2025. The  increase
relative to 2024 is driven  by incremental expenditures on production  optimisation,
accounting for $5-$10 million of the guidance, as we target quick payback,  low-cost
and efficient interventions on existing wells to offset declines. Around $20 million
is expected to be spent on replicating the 2024 PF-1 safety upgrades and maintenance
at PF-2, currently scheduled for Q4 2025  and requiring the shut-in of the  facility
for approximately three weeks.

 

In addition  to our  existing budget,  we are  actively exploring  additional  plant
initiatives to  enhance  production, including  water  handling. We  have  scheduled
reviews and  expect  to take  appropriate  actions  later in  2025  considering  the
Company’s liquidity position and operating environment at the time.

 

As we execute against delivering our annual guidance, we continue to actively pursue
a solution to restart the export of our crude to international markets via the  ITP,
with a  number of  recent meetings  between the  IOCs, KRG  and FGI,  in which  Gulf
Keystone has played an active role. As  we approach the two-year anniversary of  the
ITP’s closure  on 25  March  2025, we  remain  hopeful that  we  are now  nearing  a
solution.

 

We continue to believe a return  to international exports with the right  agreements
in place regarding payment surety, receivables repayment and the preservation of our
contractual rights would be transformative for the Company, Kurdistan and Iraq, both
in unlocking additional revenue from  a vital source of  global oil supply which  is
currently selling for significantly  discounted prices but  also by signalling  that
Kurdistan and Iraq are open for business and are attractive destinations for foreign
investment.

 

 

Jon Harris

Chief Executive Officer

 

19 March 2025

 

 

Financial review

 

Key financial highlights

 

                                                      Year ended       Year ended
                                             
                                                31 December 2024 31 December 2023
Gross average production(1)               bopd            40,689           21,891
Dated Brent(2)                            $/bbl             80.8             82.6
Realised price(1)(3)                      $/bbl             26.8             40.9
Discount to Dated Brent                   $/bbl             53.9             41.7
Revenue                                    $m              151.2            123.5
Operating costs                            $m               52.4             36.1
Gross operating costs per barrel(1)       $/bbl              4.4              5.6
Other general and administrative expenses  $m               11.4             10.5
Share option expense                       $m                4.4             10.8
Adjusted EBITDA(1)                         $m               76.1             50.1
Profit/(loss) after tax                    $m                7.2           (11.5)
Basic earnings/(loss) per share           cents              3.3            (5.3)
Revenue receipts(1)                        $m              144.1            109.2
Net capital expenditure(1)                 $m               18.3             58.2
Free cash flow(1)                          $m               65.4           (13.1)
Shareholder distributions(4)               $m                 45               25
Cash and cash equivalents                  $m              102.3             81.7

 

 1. Represents either a non-financial or non-IFRS measure which are explained in the
    summary of non-IFRS measures where applicable.
 2. Provided as a comparator for realised price. Realised prices for local sales are
    currently driven by  supply and  demand dynamics in  the local  market, with  no
    direct link to Dated Brent.
 3. 2024 realised prices reflect  a full year of  local sales, 2023 realised  prices
    reflect export sales from  1 January to  24 March 2023 and  local sales from  19
    July to 31 December 2023.
 4. 2024: $35 million  of dividends  and $10  million of  completed share  buybacks;
    2023: $25 million dividend.

 

 

GKP delivered a strong  financial performance in  2024, with a  full year of  robust
local sales combined with capital and cost discipline underpinning a return to  free
cash flow generation and the restart of shareholder distributions. We are pleased to
declare, alongside the 2024 full-year results,  a $25 million interim dividend,  the
first semi-annual dividend to be paid under the shareholder distributions  framework
announced in October 2024. Looking ahead, stable local sales demand and the delivery
of our  guidance should  enable material  free cash  flow generation  in 2025,  with
significant improvements in cash flow generation to be potentially unlocked  through
the restart of exports at the current level of net entitlement.

 

Adjusted EBITDA

 

Adjusted EBITDA increased 52% to $76.1 million in 2024 (2023: $50.1 million). Higher
production more than offset the decline in realised prices related to the transition
from exports to discounted local sales and higher operating costs related to a  full
year of production after the temporary shut-in of the Shaikan Field during Q2 2023.

 

Gross average production increased 86% to 40,689 bopd (2023: 21,891 bopd) reflecting
a full  year of  local sales  in  2024 following  the impact  of the  suspension  of
pipeline exports in 2023.

 

Revenue increased 22%  to $151.2  million (2023: $123.5m)  as the  increase in  2024
volumes more than  offset the  34% decline in  average realised  price to  $26.8/bbl
(2023: $40.9/bbl).  Realised prices  for local  sales remain  driven by  supply  and
demand dynamics in the local market, with no direct link to Dated Brent. Prices have
averaged between $27-$29/bbl in 2025 year to date, as at 18 March 2025.

 

The Company continued to exercise strict cost control in 2024 while maintaining  and
enhancing the production capacity  of the Shaikan Field.  Gross operating costs  per
barrel decreased 21% to $4.4/bbl (2023:  $5.6/bbl) and operating costs increased  to
$52.4 million (2023: $36.1 million), primarily reflecting higher production but also
the higher allocation  of staff-related costs  to operating expenditure  due to  the
lower level of capital expenditure in the year.

 

Other G&A expenses were  $11.4 million in 2024  (2023: $10.5 million). The  increase
versus the  prior year  primarily reflects  the reinstatement  of  performance-based
staff bonuses for 2024,  compared to a  small recognition payment  in 2023, and  the
payment of  one-off retention  awards.  These payments  were  partly offset  by  the
absence of non-recurring corporate costs incurred in H1 2023. In line with  industry
practice, all direct Shaikan  Field related expenditure, such  as Shaikan Field  G&A
which was immaterial  in 2024,  is now categorised  as either  operating or  capital
expenditure as appropriate.

 

Share option  expense  of $4.4  million  was  59% lower  year-on-year  (2023:  $10.8
million), principally reflecting the reduced vesting of the 2021 LTIP award in  2024
relative to the vesting of the 2020 LTIP award in 2023.

 

Cash flows

  

Revenue receipts, which  reflect cash  received in the  year for  the Company’s  net
entitlement of production sales, were $144.1  million, 32% higher than the  previous
year (2023: $109.2 million) primarily driven by higher production but also supported
by pre-payments for local sales.

 

Net capital expenditure  in 2024 was  $18.3 million (2023:  $58.2 million), in  line
with annual  guidance  and  reflecting  the  Company’s  disciplined  work  programme
comprised  of  safety-critical   upgrades  at  PF-1   and  production   optimisation
expenditures. 2024 expenditures were  the lowest since 2017,  with the 69%  decrease
relative to  2023 reflecting  the termination  of expansion  activity following  the
suspension of Kurdistan exports in March 2023.

 

Free cash flow generation  in 2024 was  $65.4 million, compared  to a $13.1  million
outflow in 2023. Revenues generated by  local sales more than covered the  Company’s
aggregate net capex and costs, which on an average monthly basis were $6.8  million,
below the  Company’s  guidance of  c.$7  million. Low-cost  production  and  capital
discipline provide significant  downside protection even  at discounted local  sales
prices.

 

The Company continued to engage with the KRG regarding the payment mechanism of  the
overdue October 2022 to March 2023 invoices. The total owed to GKP amounts to $151.1
million (comprising of $120.4 million cost oil  and $30.7 million profit oil net  to
GKP after capacity building  payment (‘CBP’) deduction). The  total owed to GKP  and
MOL (who form  together the  ‘Shaikan Contractor’  or the  ‘Contractor’) amounts  to
$192.8 million (comprising $150.5  million cost oil and  $42.3 million profit  oil).
The Company  continues  to  expect  to  recover  the  invoices  in  full  (see  ‘Net
entitlement’ section below for further detail).

 

With improving liquidity and strong local sales  demand, on 13 May 2024 the  Company
announced the launch of a $10  million share buyback programme, which was  completed
on 23 July 2024. The buyback was  supplemented with the payment of two dividends  in
July and  October 2024  respectively, totalling  $35 million,  increasing  completed
shareholder distributions  in  the year  to  $45  million. A  second  share  buyback
programme of up to $10 million was  also launched in October 2024, although  limited
purchases were made due to the subsequent increase in the Company’s share price.  In
light of this and the announced declaration of a $25 million interim dividend today,
the Company has decided not to renew the buyback programme which expired on 20 March
2025.

 

GKP’s cash balance  was $102.3 million  as at  31 December 2024  (31 December  2023:
$81.7 million) with no  outstanding debt. Continued free  cash flow generation  from
local sales in Q1 2025 to date have led to a further increase in the Company’s  cash
balance to $115 million as at 19 March 2025.

 

The Group  performed a  cash  flow and  liquidity  analysis, including  the  current
uncertainty over the timing of the pipeline reopening and settlement of  outstanding
amounts due from the KRG, and the fact that the outlook for local sales volumes  has
fluctuated in the past and may be difficult to predict, based on which the Directors
have a reasonable expectation that the  Group has adequate resources to continue  to
operate for at least 12 months. Therefore, the going concern basis of accounting  is
used to prepare the financial statements.

 

Net entitlement

 

The Company shares Shaikan Field revenues with its partner, MOL, and the KRG,  based
on the terms  of the Shaikan  Production Sharing Contract  (‘Shaikan PSC’). GKP  and
MOL’s revenue  entitlement  is  described  as  ‘Contractor  entitlement’  and  GKP’s
entitlement alone is described as ‘net’. GKP’s net entitlement includes its share of
the recovery of the  Company’s investment in the  Shaikan Field, comprising  capital
expenditure and operating costs, through cost oil and a share of the profits through
profit oil, less a CBP owed to the KRG.

 

The unrecovered cost oil balance (or ‘Cost Pool’) and R-factor are used to calculate
monthly cost oil  and profit  oil entitlements,  respectively, owed  to the  Shaikan
Contractor from crude oil sales. Unrecovered cost oil owed to the Shaikan Contractor
increases with the addition  of incurred expenditures  deemed recoverable under  the
Shaikan PSC and  is depleted  on a  cash basis as  crude sales  are paid.  As at  31
December 2024, there  was $162.9  million of unrecovered  cost oil  for the  Shaikan
Contractor ($130.3 million net to GKP), subject to potential cost audit by the  KRG.
The R-factor, calculated as cumulative Contractor revenue receipts of $2,417 million
divided by cumulative Contractor costs of  $1,963 million, was 1.23, resulting in  a
share in the profit oil for the Contractor of 26.5%.

 

GKP’s net entitlement of total Shaikan Field  sales was 36% in 2024. Looking  ahead,
the Company expects its net entitlement to remain around 36% in 2025 in a continuing
local sales environment. Should exports  restart, increases in realised price,  cash
receipt of payments for international sales and the potential implementation by  the
KRG of  a  repayment  mechanism  for past  overdue  invoices  would  accelerate  the
depletion of the Cost Pool  upon receipt of payment.  This would shorten the  period
that the Company’s net  entitlement is expected to  remain around 36% provided  that
investment in the Shaikan Field does not increase.

 

The outlook  for the  Company’s net  entitlement  assumes receipt  of the  cost  oil
portion of the outstanding  October 2022 to March  2023 receivable balance due  from
the KRG  to the  Shaikan Contractor,  which comprises  $150.5 million  of the  total
unrecovered cost oil of $162.9 million as at 31 December 2024 (or on a net basis  to
GKP, $120.4 million of the unrecovered cost oil of $130.3 million). Recovery of  the
receivable cost oil  is expected to  begin in the  first half of  2025 with  regular
payment from  either  local  or export  sales.  Recovery  will in  turn  lead  to  a
corresponding reduction  in the  receivable balance  due from  the KRG,  with  $30.7
million of profit oil (net to GKP  after CBP deduction) expected to be fully  repaid
by the KRG as part of a repayment mechanism.

 

Outlook

 

The Company plans  to invest  net capital expenditure  of $25-$30  million in  2025,
which includes $20 million on the implementation of safety upgrades and  maintenance
at PF-2, currently scheduled  to take place  in Q4 2025, and  $5-$10 million on  the
Company’s ongoing  production optimisation  programme.  While maintaining  a  strong
focus on capital discipline, the Company continues to explore a range of  additional
plant initiatives to preserve and enhance production, including water handling.

 

The Company expects its cost base to remain stable in 2025, with expected  operating
costs of $50-$55 million and other G&A expenses forecast below $10 million in  2025.
Strict cost control  combined with  capital discipline should  enable material  free
cash flow generation in 2025 provided local sales demand and pricing remain stable.

 

Gulf Keystone  remains  committed  to  returning excess  cash  to  shareholders  via
dividends and/or share buybacks, subject to the liquidity needs of the business  and
the operating environment.  In October  2024, the Company  set out  a framework  for
shareholder distributions to  enable investors  to better evaluate  the prospect  of
future returns in a local sales environment.

 

The Board will review  the Company’s capacity  to declare an  interim dividend on  a
semi-annual basis around the time of the full-year results and half-year results and
will consider  share  buybacks  on  an  opportunistic  basis  throughout  the  year.
Distribution capacity will be determined  with reference to the Company’s  operating
environment and liquidity needs, typically the next year of capital expenditures and
costs but also the  potential liquidity required to  transition from pre-paid  local
sales to the restart of exports and the normalisation of KRG payments.

 

In line with this framework, the Company is pleased to announce the declaration of a
$25 million interim dividend. The dividend will be paid on 23 April 2025, based on a
record date of 4 April 2025 and ex-dividend date of 3 April 2025. Shareholders  will
have the option of being  paid the dividend in either  GBP or USD, with the  default
currency GBP. The USD and GBP rate per share will be announced ahead of the  payment
date based on the Company’s latest total issued share capital.

 

 

Gabriel Papineau-Legris

Chief Financial Officer

 

19 March 2025

 

 

Non-IFRS measures

 

The Group uses certain measures to assess the financial performance of its business.
Some of these measures exclude amounts that are included in, or include amounts that
are excluded from, the most directly comparable measure calculated and presented  in
accordance  with  International  Financial  Reporting  Standards  (“IFRS”),  or  are
calculated using financial measures that are not calculated in accordance with IFRS.
As a result,  these measures are  termed “non‑IFRS measures”  and include  financial
measures such as operating  costs and non-financial measures  such as gross  average
production.

 

The Group  uses such  measures  to measure  and  monitor operating  performance  and
liquidity, in presentations to the Board and  as a basis for strategic planning  and
forecasting. The Directors believe that these  and similar measures are used  widely
by  certain  investors,  securities  analysts   and  other  interested  parties   as
supplemental measures of performance and liquidity.

 

The non-IFRS measures may not be comparable to other similarly titled measures  used
by other  companies and  have  limitations as  analytical tools  and should  not  be
considered in isolation  or as a  substitute for analysis  of the Group’s  operating
results as  reported under  IFRS. An explanation  of the  relevance of  each of  the
non-IFRS measures and a  description of how  they are calculated  is set out  below.
Additionally, a  reconciliation  of  the  non-IFRS measures  to  the  most  directly
comparable  measures  calculated  and  presented  in  accordance  with  IFRS  and  a
discussion of their limitations is set  out below, where applicable. The Group  does
not regard these  non-IFRS measures as  a substitute for,  or superior to,  measures
that are  equivalent to  financial  measures that  are  calculated or  presented  in
accordance with IFRS.

 

Gross operating costs per barrel

Gross operating costs are divided by  gross production to arrive at operating  costs
per barrel.

 

                                             2024 2023
Gross production (MMbbls)                    14.9  8.0
Gross operating costs ($ million)(1)         65.5 45.1
Gross operating costs per barrel ($ per bbl)  4.4  5.6

 

(1) Gross operating costs equate to operating costs (see note 3 to the  consolidated
financial statements) adjusted for the Group’s  80% working interest in the  Shaikan
Field.

 

Adjusted EBITDA

Adjusted EBITDA is a useful indicator of the Group’s profitability, and excludes the
impact of the costs noted below.

 

                                                                      2024      2023
 
                                                                 $ million $ million
Profit/(loss) after tax                                                7.2    (11.5)
Finance costs                                                          1.7       1.8
Finance income                                                       (4.1)     (3.8)
Tax charge                                                             0.7       0.1
Depreciation of oil and gas assets                                    75.8      39.5
Depreciation of other PPE assets and amortisation of intangibles       3.0       2.6
(Decrease)/increase of expected credit  loss provision on  trade     (8.2)      21.4
receivables
Adjusted EBITDA                                                       76.1      50.1

 

Net cash

Net cash is a useful indicator of the Group’s indebtedness and financial flexibility
indicating the level of  cash and cash equivalents  less cash borrowings within  the
Group.

 

 

 

                2024      2023
 
           $ million $ million
Cash           102.3      81.7
Borrowings         -         -
Net cash       102.3      81.7

 

The Company was debt free at 31 December 2024 and 31 December 2023.

 

Net capital expenditure

Net capital expenditure is the value of the Group’s additions to oil and gas  assets
excluding the change in value of the decommissioning asset or any asset impairment.

                                                                      2024      2023
 
                                                                 $ million $ million
Net  capital  expenditure  (see  note  10  to  the  consolidated      18.3      58.2
financial statements)

 

Free cash flow

Free cash flow  represents the  Group’s cash flows  before any  dividends and  share
buybacks including related fees.

                                                  2024      2023
 
                                             $ million $ million
Net cash generated from operating activities      93.5      51.3
Net cash used in investing activities           (27.6)    (63.9)
Payment of leases                                (0.5)     (0.5)
Free cash flow                                    65.4    (13.1)

 

 

Consolidated income statement

For the year ended 31 December 2024

 

                                                            Notes      2024     2023
                                                                      $’000    $’000
                                                                                
                          Revenue                            7 2    151,208  123,514
                       Cost of sales                         8 3  (138,866) (93,953)
 Decrease/(increase) of expected credit loss provision on    9 13     8,191 (21,378)
                     trade receivables
                       Gross profit                                  20,533    8,183
                                                                                    
Other general and administrative expenses                    10 4  (11,412) (10,466)
               Share option related expenses                 11 5   (4,419) (10,760)
Profit/(loss) from operations                                         4,702 (13,043)
                                                                                    
Finance income                                               12 7     4,116    3,803
Finance costs                                                13 7   (1,676)  (1,765)
Foreign exchange gain/(loss)                                            724    (384)
Profit/(loss) before tax                                              7,866 (11,389)
                                                                                    
Tax charge                                                   14 8     (708)    (111)
Profit/(loss) after tax for the year                                  7,158 (11,500)
 
                                                                                    
              Profit/(loss) per share (cents)
Basic                                                        15 9      3.26   (5.28)
Diluted                                                      16 9      3.13   (5.28)
                                                                             

 

 

Consolidated statement of comprehensive income

For the year ended 31 December 2024

 

                                                                       2024     2023
                                                                      $’000    $’000
                                                                                
               Profit/(loss) after tax for the year                   7,158 (11,500)
Items that may be reclassified to the income statement in                           
subsequent periods:
     Exchange (loss)/gain on translation of foreign operations        (517)      952
                                                                             
Total comprehensive income/(loss) for the year                        6,641 (10,548)

 

 

Consolidated balance sheet

As at 31 December 2024

                              Notes  31 December 2024 31 December 2023
                                                $’000            $’000
     Non-current assets                                
Trade receivables               13            138,175          140,218
Intangible assets                               1,255            2,813
Property, plant and equipment  17 10          388,450          445,842
Deferred tax asset             18 16              825            1,545
                                              528,705          590,418
                                                                      
Current assets                                                        
Inventories                    19 12            9,852            9,901
Trade and other receivables    20 13           26,779           15,118
Cash                                          102,346           81,709
                                              138,977          106,728
        Total assets                          667,682          697,146
                                                                      
                                                                      
     Current liabilities                                              
Trade and other payables       21 14        (117,277)        (109,394)
Deferred income                 14              (716)          (5,164)
                                            (117,993)        (114,558)
                                                                      
   Non-current liabilities                                            
Trade and other payables       22 14          (1,112)             (39)
Provisions                     23 15         (36,247)         (35,312)
                                             (37,359)         (35,351)
Total liabilities                           (155,352)        (149,909)
         Net assets                           512,330          547,237
                                                       
Equity                                                                
Share capital                   18            217,005          222,443
Share premium                   18            463,985          503,312
Exchange translation reserve                  (4,283)          (3,766)
Accumulated losses                          (164,377)        (174,752)
Total equity                                  512,330          547,237

 

 

The financial statements were approved by the Board of Directors and authorised  for
issue on 19 March 2025 and signed on its behalf by:

 

 

 

Jon Harris

Chief Executive Officer

 

 

 

Gabriel Papineau-Legris

Chief Financial Officer

 

Consolidated statement of changes in equity

For the year ended 31 December 2024

 

                                     Attributable to equity holders of the Company
                                          
                                              Share    Exchange                Total
                                     Share          translation Accumulated
                                            premium     reserve      losses   equity
                                   capital

                             Notes   $’000    $’000       $’000       $’000    $’000
Balance at 1 January 2023          216,247  528,125     (4,718)   (166,729)  572,925
                                                                                    
Loss after tax for the year              -        -           -    (11,500) (11,500)
Exchange difference on
translation of foreign                   -        -         952           -      952
operations
Total comprehensive loss                 -        -         952    (11,500) (10,548)
for the year
                                                                                    
Dividends paid               24 22       - (24,813)           -           - (24,813)
Employee share schemes       25 21       -        -           -       9,673    9,673
Share issues                  18     6,196        -           -     (6,196)        -
Balance at 31 December 2023        222,443  503,312     (3,766)   (174,752)  547,237
                                                                                    
Profit after tax for the                 -        -           -       7,158    7,158
year
Exchange difference on
translation of foreign                   -        -       (517)           -    (517)
operations
Total comprehensive profit               -        -       (517)       7,158    6,641
for the year
                                                                                    
Dividends paid               26 22       - (34,933)           -           - (34,933)
Employee share schemes        21         -        -           -       3,472    3,472
Share issues                  18       255        -           -       (255)        -
Repurchase of ordinary        18   (5,693)  (4,394)           -           - (10,087)
shares
Balance at 31 December 2024        217,005  463,985     (4,283)   (164,377)  512,330

 

 

 

 

 

Consolidated cash flow statement

For the year ended 31 December 2024

 

                                                                       2024     2023
                                                             Notes
                                                                      $’000    $’000
                                                                                    
Operating activities                                                                
Cash generated from operations                                19     89,427   47,520
Interest received                                             27 7    4,116    3,803
Net cash generated from operating activities                         93,543   51,323
                                                                                    
Investing activities                                                                
Purchase of intangible assets                                         (420)        -
Purchase of property, plant and equipment                     19   (27,178) (65,386)
Sale of drilling stock                                                    -    1,449
Net cash used in investing activities                              (27,598) (63,937)
                                                                                    
Financing activities                                                                
Payment of dividends                                          22   (34,933) (24,813)
Share buyback                                                      (10,087)        -
Payment of leases                                                     (452)    (503)
Net cash used in financing activities                              (45,472) (25,316)
                                                                                    
Net increase/(decrease) in cash                                      20,473 (37,930)
Cash at beginning of year                                            81,709  119,456
Effect of foreign exchange rate changes                                 164      183
Cash at end of the year being bank balances and cash on hand        102,346   81,709

 

Summary of material accounting policies

 

General information

Gulf Keystone Petroleum  Limited (the  “Company”) is domiciled  and incorporated  in
Bermuda (registered address: c/o  Carey Olsen Services  Bermuda Limited, 5th  Floor,
Rosebank Centre,  11 Bermudiana  Road, Pembroke,  HM08 Bermuda);  together with  its
subsidiaries it forms  the “Group”. On  25 March 2014,  the Company’s common  shares
were admitted, with a standard listing, to  the Official List of the United  Kingdom
Listing Authority (“UKLA”) and to trading on the London Stock Exchange’s Main Market
for listed securities. On 29th July 2024, new Listing Rules came into effect for the
London Stock Exchange.  The former categories  for Main Market  listed companies  of
Premium and Standard  Listed were  ceased (GKP being  a Standard  Listed company  up
until this point).  From that  date, GKP  moved to  the Equity  Shares –  Transition
category. The Company serves as the parent  company for the Group, which is  engaged
in oil and gas exploration, development  and production, operating in the  Kurdistan
Region of Iraq.

 

The financial information set out in  this results announcement does not  constitute
the Company’s annual report  and accounts for  the years ended  31 December 2023  or
2024 but  is  derived from  those  accounts. The  auditors  have reported  on  those
accounts; their reports were unqualified and  did not draw attention to any  matters
by way of emphasis without qualifying their report.

 

Amendments  to  International  Financial  Reporting  Standards  (“IFRS”)  that   are
mandatorily effective for the current year

In the current year, the Group has applied a number of amendments to IFRS issued  by
the International Accounting Standards Board  (IASB) that are mandatorily  effective
for an accounting period that begins on or after 1 January 2024.

 

The following  new  accounting  standards,  amendments  to  existing  standards  and
interpretations are effective on  1 January 2024:  Classification of Liabilities  as
Current or Non-Current & Non-current  Liabilities with Covenants (Amendments to  IAS
1), Lease Liability in a  Sale and Leaseback (Amendments  to IFRS 16), and  Supplier
Finance Arrangements (Amendments to IAS  7 and IFRS 7).  These standards do not  and
are not expected to have  a material impact on  the Company’s results or  financials
statement disclosures in the current or future reporting periods.

 

New and revised IFRSs issued but not yet effective

At the date of approval of these financial statements, the Group has not applied the
following new and revised IFRSs that have  been issued but are not yet effective  by
United Kingdom adopted International Accounting Standards:

 

IFRS S1                    General     Requirements      for      Disclosure      of
                           Sustainability-related Financial Information
IFRS S2                    Climate-related Disclosures
IFRS 19                    Subsidiaries without Public Accountability: Disclosures
Amendments IFRS 9 and IFRS Classification and measurement of financial  instruments;
7                          Contracts Referencing Nature-dependent Electricity
Amendments to IAS 21       Lack of Exchangeability: when a currency is  exchangeable
                           and how to determine the exchange rate when it is not.
Amendments  to  the   SASB Amendments  to  the  SASB  standards  to  enhance   their
standards                  international   applicability    without    substantially
                           altering industries, topics or metrics

 

The directors do not  expect that the  adoption of the  Standards listed above  will
have a material impact on the financial statements of the Group in future periods.

 

IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged
and complementing them  with new requirements.  In addition, some  IAS 1  paragraphs
have been moved to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments
to IAS 7 and IAS 33 Earnings per Share.

 

IFRS 18 introduces new requirements to:

  • present specified categories and defined subtotals in the statement of profit or
    loss
  • provide disclosures  on management-defined  performance measures  (MPMs) in  the
    notes to the financial statements
  • improve aggregation and disaggregation

 

An entity is required to apply IFRS 18 for annual reporting periods beginning on  or
after 1 January 2027,  with earlier application permitted.  The amendments to IAS  7
and IAS 33, as well as the revised IAS 8 and IFRS 7, become effective when an entity
applies IFRS 18. IFRS 18 requires retrospective application with specific transition
provisions.

 

The Directors of the company anticipate that the application of these amendments may
have an impact on the Group's consolidated financial statements in future periods.

 

Statement of compliance

The financial  statements  have been  prepared  in accordance  with  United  Kingdom
adopted International Accounting Standards.

 

Basis of accounting

The financial  statements  have been  prepared  using  the going  concern  basis  of
accounting and  under  the  historical  cost  basis  except  for  the  valuation  of
hydrocarbon inventory  which has  been  measured at  net  realisable value  and  the
valuation of certain financial instruments which  have been measured at fair  value.
Equity-settled share-based payments  are recognised  at fair  value at  the date  of
grant and are not subsequently  revalued. The principal accounting policies  adopted
are set out below.

 

Going concern

The Group’s business  activities, together  with the  factors likely  to affect  its
future development, performance and position, are set out in the Chair’s  statement,
the Chief  Executive Officer’s  review and  the Management  of principal  risks  and
uncertainties. The financial  position of the  Group at  the year end  and its  cash
flows and liquidity position are included in the Financial review.

 

As at 19  March 2025  the Group  had $115 million  of cash  and no  debt. The  Group
continues to closely monitor and manage its liquidity. Cash forecasts are  regularly
produced and  sensitivities  are run  for  different scenarios  including,  but  not
limited to, changes in sales volumes, commodity price fluctuations, timing of export
pipeline restart,  delays to  revenue  receipts and  cost optimisations.  The  Group
remains focused on taking appropriate actions to preserve its liquidity position.

 

As a result of the closure of  the Iraq-Türkiye pipeline (“ITP”) in March 2023,  the
Group significantly  reduced expenditures  to preserve  liquidity and  continues  to
closely monitor costs with minimal  capital investment committed while the  pipeline
remains closed. Throughout 2024 and  up to the date of  this report in 2025, due  to
the stabilising of  local sales volumes,  the Group has  significantly improved  its
working capital position, including settling all legacy supplier invoices from prior
to the  suspension  of  exports, and  it  was  able to  distribute  $45  million  to
shareholders in 2024 via buybacks and dividends, with a further $25 million  interim
dividend declared in March 2025.

 

Nonetheless, the Group is aware there could  be a potential decline in local  sales,
and potential delays in Kurdistan Regional Government (“KRG”) revenue receipts  once
the ITP has been reopened.

 

The key uncertainties of the alternative crude sale methods are summarised below:

  • Local sales: the Group continues local sales with payments from buyers  required
    in advance following  extensive due  diligence. During 2024  the Group  received
    over $144 million related to local sales. However, local sales volumes  (average
    c.40,700 bopd  in 2024)  and  prices have  fluctuated in  the  past and  may  be
    difficult to predict; and
  • Export sales: In February  2025, the Iraqi Parliament  approved an amendment  to
    Article 12 of  the Iraqi  2023-2025 Budget  Law regarding  the compensation  for
    Kurdistan’s oil production  and transportation  costs, potentially  facilitating
    the resumption of Kurdistan's oil exports. Whilst the approval of the  amendment
    is a key step towards the resumption  of Kurdistan oil exports, a number of  key
    details remain outstanding regarding payment surety for future oil exports,  the
    repayment of outstanding  receivables and the  preservation of current  contract
    economics. As such, the timing of the reopening of the ITP and payment mechanism
    remain uncertain.

 

The Directors believe an agreement will ultimately be reached to reopen the ITP, and
reasonably expect that overdue balances will be paid and receipts from the KRG  will
return to a more regular basis. However, a reduction in local sales or reopening  of
the pipeline with a deferral of revenue receipts could result in liquidity pressures
within the 12-month going concern period.

 

The Directors  have  considered sensitivities,  including  local sales  volumes  and
potential delays in KRG revenue receipts once the ITP reopens, to assess the  impact
on the  Group’s liquidity  position and  believe sufficient  mitigating actions  are
available to  withstand  such impacts  within  the 12-month  going  concern  period.
Specifically, the Directors considered stress  tests that included no further  local
sales or KRG revenue receipts and confirmed that cost reduction opportunities  exist
to ensure that the Group can continue  to discharge its liabilities for a period  of
at least 12 months.

 

As explained in note  14, although the Group  has recognised current liabilities  of
around $81  million payable  to the  KRG,  it does  not expect  these will  be  cash
settled.

 

Overall, the Group’s  forecasts, taking  into account the  applicable risks,  stress
test scenarios  and  potential  mitigating  actions, show  that  it  has  sufficient
financial resources for the 12 months from  the date of approval of the 2024  annual
report and accounts.

 

Based on the analysis  performed, the Directors have  a reasonable expectation  that
the Group has adequate resources to continue to operate for the foreseeable  future.
Thus, the  going  concern  basis  of  accounting  is  used  to  prepare  the  annual
consolidated financial statements.

 

Basis of consolidation

The consolidated financial  statements incorporate the  financial statements of  the
Company and enterprises controlled by the  Company (its subsidiaries) made up to  31
December each year. Control is  achieved where the Company  has the power to  govern
the financial and operating policies of an investee entity, so as to obtain benefits
from its activities.

 

Joint arrangements

The Group is engaged in oil and gas exploration, development and production  through
unincorporated joint  arrangements;  these are  classified  as joint  operations  in
accordance with IFRS 11.  The Group accounts  for its share of  the results and  net
assets of these  joint operations. Where  the Group  acts as Operator  of the  joint
operation, the gross liabilities and receivables  (including amounts due to or  from
non-operating partners) of the joint operation  are included in the Group’s  balance
sheet.

 

Sales revenue

The recognition of revenue is considered to be a key accounting judgement.

 

Revenue is earned based on the entitlement mechanism under the terms of the  Shaikan
Production Sharing Contract (“PSC”). Entitlement has two components: cost oil, which
is the mechanism by which the Company  recovers its costs incurred, and profit  oil,
which is the  mechanism through which  profits are shared  between the Company,  its
partner and the KRG. The Company is liable for capacity building payments calculated
as a proportion of profit oil entitlement. Entitlement from cost oil and profit  oil
are reported as  revenue, and  capacity building payments  are included  in cost  of
sales.

 

For sales to the local market from 19 July 2023 onwards, including all of 2024,  the
delivery point is the point at which crude oil is loaded into the buyers’  nominated
trucks. The consideration is determined by  reference to the crude sales  agreement,
with other fees and royalties due as determined by commercial agreements; revenue is
reported net of these deductions.

 

Prior to the shut-in of the  ITP on 25 March 2023, all  oil was sold by the  Shaikan
Contractor (the Company and  Kalegran BV, a  subsidiary of MOL  Hungarian Oil &  Gas
Plc, (“MOL”))  to the  KRG,  who in  turn  resold the  oil.  The selling  price  was
determined in accordance with the principles of the crude oil lifting agreement.  On
19 July  2023,  the  Shaikan Contractor  commenced  sales  to the  local  market  by
restarting trucking operations. The selling  price is determined in accordance  with
crude sales agreements with local customers.

 

Under IFRS 15: Revenue from contracts with customers, GKP considers that control  of
crude oil is transferred from  the Shaikan Contractor to the  KRG or local buyer  at
the delivery point as defined in the lifting agreement or crude sales agreement;  at
this point the  Shaikan Contractor is  due economic benefits  which can be  reliably
measured and are probable to be received.

 

For sales up to the shut-in of the ITP on 25 March 2023, the delivery point was  the
export pipeline and the consideration was variable and is dependent upon the monthly
average oil market price with deductions  for quality and transportation fees,  with
other fees and  royalties due as  determined by commercial  agreements; revenue  was
reported net of these deductions.

 

Effective September 1, 2022, the KRG proposed a new pricing mechanism for crude  oil
export sales, which continued until  25 March 2023 when  the ITP was shut-in.  Under
the new pricing mechanism, the realised export sales price for a month was based  on
the average market price realised by the KRG for the Kurdistan blend (“KBT”) sold at
Ceyhan, Türkiye, as advised  by the KRG.  The change in  the benchmark market  price
from dated Brent to KBT  has not been agreed and  no lifting agreement was in  place
for oil  sales  from  1 September  2022  until  the ITP  shut-in  referenced  above.
Nonetheless, the  Shaikan  Contractor  continued production  and  the  KRG  accepted
delivery of oil at the delivery points. GKP considers that the control of crude  oil
was transferred at  the delivery  points despite  no commercial  agreement being  in
place and  recognised revenue  for the  period until  25 March  2023, based  on  the
proposed new pricing terms. A summary of the currently estimated financial impact of
the proposed change in pricing mechanism is  detailed in note 2 to the  consolidated
financial statements.

 

Income tax arising from the Company’s activities under its PSC is settled by the KRG
on behalf of the  Company. Since the Company  is not able to  measure the amount  of
income tax that has been  paid on its behalf, the  notional income tax amounts  have
not been included in revenue or in the tax charge.

 

Finance income

Finance income is  recognised on an  accruals basis, by  reference to the  principal
outstanding and at the effective rate of interest applicable, which is the rate that
exactly discounts estimated future  cash receipts through the  expected life of  the
financial asset to that asset’s net carrying amount on initial recognition.

 

Intangible assets

Intangible assets include computer software and  are measured at cost and  amortised
over their expected useful economic lives of three years.

 

Property, plant and equipment (“PPE”)

 

Oil and gas assets

Development and production assets

Development and  production assets  are accumulated  on a  field-by-field basis  and
represent the costs of acquisition and developing the commercial reserves discovered
and bringing  them into  production, together  with the  exploration and  evaluation
expenditure incurred in finding commercial reserves, directly attributable overheads
and costs for future restoration and decommissioning. These costs are capitalised as
part of PPE and depreciated based on the Group’s depreciation of oil and gas  assets
policy.

 

The  net  book  values   of  producing  assets  are   depreciated  generally  on   a
field-by-field basis using the unit of production (“UOP”) basis which uses the ratio
of oil and gas production  in the period to  the remaining commercial reserves  plus
the production in the period.  Costs used in the  calculation comprise the net  book
value of the field and estimated future development expenditures required to produce
those reserves.

 

Commercial reserves  are proven  and probable  (“2P”) reserves  which are  estimated
using standard recognised evaluation techniques.  The reserves estimate used in  the
depreciation, depletion  and amortisation  (“DD&A”) calculation  in 2024  was  based
on the December 2022 Competent Person’s Report (“CPR”), a reserves report  completed
by ERC Equipoise as  at 31 December  2022; this estimate  combined with the  Group’s
subsequent production  and  economic  modelling  formed the  basis  of  the  updated
estimate used in the year.

 

Other property, plant and equipment

Other property, plant  and equipment  are principally  equipment used  in the  field
which are separately identifiable to development and production assets and typically
have a  shorter  useful  economic  life.  Assets  are  carried  at  cost,  less  any
accumulated depreciation and accumulated  impairment losses. Costs include  purchase
price, construction and installation costs.

 

These assets are expensed on a straight-line basis over their estimated useful lives
of three-years from the date they are put in use.

 

Fixtures and equipment

Fixtures and equipment assets are stated  at cost less accumulated depreciation  and
any accumulated  impairment losses.  These assets  are expensed  on a  straight-line
basis over  their  estimated useful  lives  of five-years  from  the date  they  are
available for use.

 

Impairment of PPE and intangible non-current assets

At each balance sheet date, the Group  reviews the carrying amounts of its  tangible
and intangible assets to determine whether there is any indication that those assets
have suffered an  impairment loss. If  any such indication  exists, the  recoverable
amount of the  asset, or group  of assets, is  estimated in order  to determine  the
extent of the impairment loss (if any).

 

For assets which do not generate cash flows that are independent from other  assets,
the Group estimates the recoverable amount of the cash-generating unit to which  the
asset belongs.

 

Recoverable amount is the  higher of fair  value less costs  to sell (“FVLCTS”)  and
value in use. In assessing FVLCTS and value in use, the estimated future cash  flows
are discounted to their present value  using a post-tax discount rate that  reflects
current market assessments of the time value of money and the risks specific to  the
asset for which the estimates of future cash flows have not been adjusted.

 

Any impairment identified is immediately recognised as an expense. Conversely, any
reversal of an impairment is immediately recognised as income.

 

Taxation

Tax expense or credit represents the sum of tax currently payable or recoverable and
deferred tax.

 

Tax currently payable  or recoverable is  based on  taxable profit or  loss for  the
year. Current tax assets and liabilities are  measured at the amount expected to  be
recovered from or paid to the taxation authorities, based on tax rates and laws that
are enacted or substantively enacted by the balance sheet date.

 

As described in the revenue accounting policy  section above, it is not possible  to
calculate the amount of notional tax in  relation to any tax liabilities settled  on
behalf of the Group by the KRG.

 

Deferred tax is the tax expected to be payable or recoverable on differences between
the carrying amounts of assets and  liabilities in the financial statements and  the
corresponding tax bases used in the  computation of taxable profit and is  accounted
for using the balance sheet liability method. Deferred tax liabilities are generally
recognised for  all  taxable  temporary  differences and  deferred  tax  assets  are
recognised to the extent  that it is  probable that future  taxable profits will  be
available against  which  deductible temporary  differences  can be  utilised.  Such
assets and liabilities are  not recognised if the  temporary difference arises  from
the initial recognition of goodwill or from the initial recognition of other  assets
and liabilities in  a transaction that  affects neither the  taxable profit nor  the
accounting profit and does not give  rise to equal taxable and deductible  temporary
differences.

 

The carrying amount of deferred  tax assets is reviewed  at each balance sheet  date
and reduced to  the extent  that it  is no  longer probable  that sufficient  future
taxable profits will be available to allow all or part assets to be recovered.

 

Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or the asset  is realised based on tax laws and  rates
that have been enacted or substantively enacted by the balance sheet date.  Deferred
tax is charged or credited in the income statement, except when it relates to  items
charged or credited  directly to  equity, in  which case  the deferred  tax is  also
recognised in equity.

 

Foreign currencies

The individual financial statements of each company are presented in the currency of
the primary economic environment in which it operates (its functional currency). For
the purpose of the consolidated financial statements, the results and the  financial
position of  the  Group are  expressed  in US  dollars,  which is  the  presentation
currency for the consolidated financial statements.

In preparing the financial statements  of the individual companies, transactions  in
currencies other than the entity’s functional currency are recorded at the rates  of
exchange prevailing on the  dates of the transactions.  At each balance sheet  date,
monetary assets  and liabilities  that  are denominated  in foreign  currencies  are
retranslated at the rates prevailing on the balance sheet date. Non-monetary  assets
and liabilities carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing at the  date when the fair value was  determined.
Gains and losses arising on retranslation  are included in the income statement  for
the year.

 

On consolidation, the assets and liabilities of the Group’s foreign operations which
use functional currencies  other than US  dollars are translated  at exchange  rates
prevailing on the balance sheet date. Income and expense items are translated at the
average exchange rates  for the period.  Exchange differences arising,  if any,  are
recognised in other comprehensive  income and accumulated in  equity in the  Group’s
translation reserve.  On  the disposal  of  a foreign  operation,  such  translation
differences are reclassified to profit or loss.

 

Inventories

Inventories, except for hydrocarbon inventories, are stated at the lower of cost and
net realisable value. Cost comprises direct materials and, where applicable,  direct
labour costs and those overheads that have been incurred in bringing the inventories
to their  present location  and condition.  Cost is  calculated using  the  weighted
average cost method. Hydrocarbon  inventories are recorded  at net realisable  value
with changes in the value of hydrocarbon inventories being adjusted through cost  of
sales.

 

Financial instruments

Financial assets and financial liabilities are recognised on the Group’s balance
sheet when the Group has become a party to the contractual provisions of the
instrument.

 

Trade receivables

Trade receivables are measured at amortised cost using the effective interest method
less any impairment.

 

Cash

Cash comprises cash on hand  and demand deposits that are  not subject to a risk  of
changes in value other than foreign exchange gain or loss.

 

Impairment of financial assets

The Group recognises a  loss allowance for expected  credit losses (“ECL”) on  trade
receivables and contract assets,  as well as on  financial guarantee contracts.  The
amount of ECL is updated  at each reporting date to  reflect changes in credit  risk
since initial recognition of the respective financial instrument.

 

The Group  considers  a counterparty  to  be  in default  if  it can  no  longer  be
reasonably  expected  to   recover  receivable   amounts  at  a   future  date;   no
counterparties are currently considered to be in default.

 

The Group recognises lifetime ECL for  trade receivables, contract assets and  lease
receivables. The  ECL on  these financial  assets are  estimated based  on  observed
market data and convention, existing market conditions and forward-looking estimates
at the end of each reporting period.

 

For all other financial  instruments, the Group recognises  lifetime ECL when  there
has been a significant increase in  credit risk since initial recognition.  However,
if the credit risk on the financial instrument has not increased significantly since
initial recognition,  the  Group measures  the  loss allowance  for  that  financial
instrument at an amount equal to 12-month ECL.

 

Lifetime ECL represents the  ECL that will result  from all possible default  events
over the  expected life  of a  financial  instrument; this  is known  as a  stage  2
receivable  and  GKP’s  trade  outstanding  receivable  is  classified  within  this
category. In contrast, 12-month ECL represents  the portion of lifetime ECL that  is
expected to result from default events  on a financial instrument that are  possible
within 12 months after the reporting date; this is known as a stage 1 receivable.

 

Financial liabilities and equity

Financial liabilities  and  equity  instruments  are  classified  according  to  the
substance of the contractual arrangements entered into. An equity instrument is  any
contract that  evidences  a residual  interest  in the  assets  of the  Group  after
deducting all of its liabilities.

 

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received,  net
of direct issue costs, which are charged to share premium.

 

Trade payables

Trade payables are stated at amortised cost.

 

Provisions

Provisions are recognised when the Group has  a present obligation as a result of  a
past event which it is probable will result in an outflow of economic benefits  that
can be reliably estimated.

 

Decommissioning provision

Provision for decommissioning is recognised in  full when there is an obligation  to
restore the site  to its original  condition. The amount  recognised is the  present
value of the estimated future expenditure  for restoring the sites of drilled  wells
and related facilities to their  original status. A corresponding amount  equivalent
to the provision is also recognised as part  of the cost of the related oil and  gas
asset. The  amount recognised  is  reassessed each  year  in accordance  with  local
conditions and  requirements. Any  change  in the  present  value of  the  estimated
expenditure is dealt with prospectively. The  unwinding of the discount is  included
as a finance cost.

 

Share-based payments

Equity-settled share-based payments to employees are  measured at the fair value  of
the instruments at the grant date.  Details regarding the determination of the  fair
value of equity-settled  share-based transactions are  set out in  note  28 21.  The
fair value determined at the grant  date of the equity-settled share-based  payments
is expensed on a straight-line basis over  the vesting period, based on the  Group’s
estimate of equity  instruments that  will eventually  vest. At  each balance  sheet
date, the Group revises its estimate of the number of equity instruments expected to
vest as a result of the effect of non-market based vesting conditions. The impact of
the revision of the original estimates, if any, is recognised in profit or loss such
that the  cumulative expense  reflects the  revised estimate,  with a  corresponding
adjustment to equity reserve.

 

For cash-settled share-based payments,  a liability is recognised  for the goods  or
services acquired, measured initially  at the fair value  of the liability. At  each
balance sheet date until the  liability is settled, and  at the date of  settlement,
the fair value  of the  liability is  re-measured, with  any changes  in fair  value
recognised in profit or loss for the period. Details regarding the determination  of
the fair value of cash-settled share-based transactions are set out in note  29 21.

 

Leases

The Group assesses whether a contract contains a lease at inception of the contract.
The Group recognises a right-of-use asset  and corresponding lease liability in  the
consolidated balance sheet  for all  lease arrangements longer  than twelve  months,
where it is the lessee and has control of the asset. For all other leases, the Group
recognises the lease payments as an operating expense on a straight-line basis  over
the term of the lease.

 

The lease liability is initially measured at  the present value of the future  lease
payments from the commencement date of the lease. The lease payments are  discounted
using the interest rate implicit in the  lease or, if not readily determinable,  the
company specific incremental borrowing rate.

 

The lease liability is  subsequently measured by increasing  the carrying amount  to
reflect interest on the lease liability (using the effective interest method) and by
reducing the carrying amount to reflect the lease payments made. The lease liability
is recognised  in  creditors as  current  or non-current  liabilities  depending  on
underlying lease terms.

 

The right-of-use assets are initially recognised on the balance sheet at cost, which
comprises  the  amount  of  the  initial  measurement  of  the  corresponding  lease
liability, adjusted for any lease payments made at or prior to the commencement date
of the lease and any lease incentive received.

 

For short-term leases (periods  less than 12  months) and leases  of low value,  the
Group has opted to recognise lease expense on a straight-line basis.

 

Critical accounting judgements and key sources of estimation uncertainty

In the application of the accounting policies described above, the Group is required
to make judgements, estimates and assumptions  about the carrying amounts of  assets
and liabilities that are not readily apparent from other sources. The estimates  and
associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting  estimates are  recognised in  the  period in  which the  estimate  is
revised if the revision affects only that  period, or in the period of revision  and
future periods if the revision affects both current and future periods.

 

Critical judgements in applying the Group’s accounting policies

The following are the  critical judgements, apart  from those involving  estimations
(which are presented separately below), that the Directors have made in the  process
of applying  the Group’s  accounting policies  and that  have the  most  significant
effect on the amounts recognised in financial statements.

 

Production sharing contract entitlement: Revenue and capacity building payments

The recognition of revenue,  particularly the recognition  of revenue from  pipeline
exports, is considered to be a key accounting judgement. The Group began  commercial
production from the Shaikan Field in July  2013 and historically made sales to  both
the domestic and export  markets. The Group considers  that revenue can be  reliably
measured as it  passes the  delivery point  into the  export pipeline  or truck,  as
appropriate. The critical accounting judgement applied in the comparative  financial
statements for  2023  considered whether  it  was appropriate  to  recognise  export
revenue for deliveries from  1 January to  25 March 2023 based  on the proposed  new
pricing mechanism, notwithstanding that  there was no  signed lifting agreement  for
that period  and  the pricing  mechanism.  Further  details of  this  judgement  are
provided in the  sales revenue accounting  policy above. In  making this  judgement,
consideration was given to  the fact that the  Group received payment for  September
2022 deliveries  at an  amount that  was consistent  with the  proposed new  pricing
terms; no further receipts for the period of pipeline exports from 1 October 2022 to
25 March 2023 have been received. No adjustments were made in 2024 in respect of the
above as  revenue was  earned via  local sales,  with no  agreement yet  reached  in
respect of the export period mentioned above.

 

A summary of  the currently  estimated financial impact  of the  proposed change  in
pricing mechanism is detailed in note 2.

 

Any future agreements  between the Group  and the  KRG might change  the amounts  of
revenue recognised.

 

During past PSC negotiations with the Ministry of Natural Resources (“MNR”), it  was
tentatively agreed that the Shaikan Contractor  would provide the KRG a 20%  carried
working interest in  the PSC.  This would  result in  a reduction  of GKP’s  working
interest from  80% to  61.5%. To  compensate for  such decrease,  capacity  building
payments expense would be reduced to 20% of profit petroleum. While the PSC has  not
been formally amended, it was  agreed that GKP would invoice  the KRG for oil  sales
based on the  proposed revised  terms from  October 2017.  The financial  statements
reflect the proposed revised working interest  of 61.5%. Relative to the PSC  terms,
the proposed revised invoicing terms result in  a decrease in both revenue and  cost
of sales and on a net basis are slightly positive for the Group.

 

As part  of earlier  PSC negotiations,  on 16  March 2016,  GKP signed  a  bilateral
agreement with the MNR (the “Bilateral Agreement”). The Bilateral Agreement included
a reduction in  the Group’s  capacity building  payment from  40% to  30% of  profit
petroleum. Subsequent  to  signing  the Bilateral  Agreement,  further  negotiations
resulted in the capacity building payment rate being reduced from 30% to 20%,  which
has formed the basis for  all oil sales invoices to  date as noted above. Since  PSC
negotiations have not been  finalised, GKP has included  a non-cash payable for  the
difference between the capacity building rate of 20% and 30%, which is recognised in
cost of sales and other payables. See note 14 for further details.

 

The Group expects to confirm with the MNR whether to proceed with a formal amendment
to the PSC to reflect current invoice terms.

 

Material sources of estimation uncertainty

The key  assumptions concerning  the future,  and other  key sources  of  estimation
uncertainty at the reporting period  that may have a  significant risk of causing  a
material adjustment to  the carrying amounts  of assets and  liabilities within  the
next financial year, are discussed below.

 

Expected credit loss (“ECL”)

The recoverability  of receivables  is a  key accounting  judgement. The  difference
between the nominal value of receivables and the expected value of receivables after
allowing for counterparty default risk is the basis for the ECL. This ECL is  offset
against current and non-current receivable amounts as appropriate within the balance
sheet with the change in the receivable balance during the period recognised in  the
income statement.

 

In making this judgement,  a weighted average has  been applied to modelled  receipt
profiles, upon which a counterparty default allowance has been applied to derive the
ECL. When modelling receipt profiles management have made a number of key  estimates
that are dependent upon uncertain future  events including: the KRG’s deemed  credit
rating, the export pipeline reopening date, the unrecovered cost pool is depleted on
a cash basis as  invoices for crude  sales are paid which  can be recovered  through
local and export sales, estimated timeline of cost oil and profit oil recoveries via
commercial terms which  have not  yet been  agreed with  the KRG,  future oil  price
including an estimate of  both local and export  prices, future oil production,  and
the probabilities allocated  to various scenarios  incorporating the  aforementioned
variables. Management has estimated the KRG’s probability of default based on credit
default  swap  ratings  (“CDS”)  applicable   to  sovereign  nations  with   similar
characteristics to the KRG. Material sensitivities of the ECL to discrete  variables
are summarised in note 13.

 

Decommissioning provision

Decommissioning provisions are estimated based upon the obligations and costs to  be
incurred in accordance  with the  PSC at the  end of  field life in  2043. There  is
uncertainty in  the  decommissioning estimate  due  to factors  including  potential
changes to the cost of activities, potential emergence of new techniques or  changes
to best practice. The Group  performed an estimate of  the value of obligations  and
costs to decommission the asset  as at 31 December 2023,  which was reviewed by  ERC
Equipoise, an independent third party; this estimate formed the basis of the updated
estimate of the current value of obligations and costs at 31 December 2024.

 

Management have  increased these  costs  by estimated  compound interest  rates,  to
future value in 2043, and  reduced to present value  by an estimated discount  rate,
there is also uncertainty regarding the  inflation and discount rates used. For  the
carrying amount of the item, see note 15.

 

Carrying value of producing assets

In line with  the Group’s accounting  policy on impairment,  management performs  an
impairment review of the Group’s oil and gas assets at least annually with reference
to indicators as set out  in IAS 36 ‘Impairment of  Assets’. The Group assesses  its
group of assets, called a cash-generating unit (“CGU”), for impairment, if events or
changes in circumstances indicate that  the carrying amount of  an asset may not  be
recoverable. Where  indicators are  present, management  calculates the  recoverable
amount using key estimates such as future oil prices, estimated production  volumes,
the cost of  development and production,  post-tax discount rates  that reflect  the
current market assessment  of the  time value  of money  and risks  specific to  the
asset, commercial reserves and inflation. The key assumptions are subject to  change
based on market trends and economic  conditions. Where the CGU’s recoverable  amount
is lower than the  carrying amount, the  CGU is considered  impaired and is  written
down to its recoverable amount.

 

The Group’s sole  CGU at  31 December  2024 was the  Shaikan Field  with a  carrying
value, being  Oil and  Gas  assets less  capitalised decommissioning  provision,  of
$348.9 million (2023: $408.0 million).  The Group performed an impairment  indicator
evaluation as at 31 December 2024 and concluded that no impairment indicators arose.
The key areas of estimation in assessing the potential impairment indicators are  as
follows:

  • While the date of the re-opening  of the ITP remains uncertain, management  have
    assessed a re-opening  date of October  2025 as being  reasonable. Although  the
    estimated re-opening date is one year later than the base case assessment at  31
    December 2023, management previously performed sensitivities of up to two  years
    with no impairment,  therefore this delay  to the projected  re-opening was  not
    assessed to be an impairment trigger;
  • The Group’s netback oil price applied only to export pipeline sales was based on
    the Brent forward  curve and  market participants’  consensus, including  banks,
    analysts and independent  reserves evaluators, as  at 31 December  2024 for  the
    period 2025  to  2030  with  inflation  of  2.50%  per  annum  thereafter,  less
    transportation costs  and quality  adjustments. Brent  consensus prices  are  as
    follows

Scenario ($/bbl – nominal)     2024 2025 2026 2027 2028 2029 2030
31 December 2024 – base case    n/a 74.0 72.0 74.0 75.0 73.0 80.0
31 December 2024 – stress case  n/a 66.6 64.8 66.6 67.5 65.7 72.0
31 December 2023 – base case   83.0 80.0 77.0 77.0 77.0 80.0 81.8
31 December 2023 – stress case 74.7 72.0 69.3 69.3 69.3 72.0 73.6

  • Management have  previously  applied  sensitivities  in  reviewing  stress  case
    pricing including a 10% reduction from base case pricing to derive a stress case
    price with no impairment impact. The stress case pricing is noted above;
  • Discount rates are adjusted to reflect  risks specific to the Shaikan Field  and
    the Kurdistan Region of Iraq. Management  assessed changes to the key  variables
    that could  impact discount  rate and  concluded no  change was  necessary.  The
    post-tax nominal  discount rate  was  estimated to  be  16%, unchanged  from  31
    December 2023;
  • Operating costs  and capital  expenditure  are based  on financial  budgets  and
    internal  management   forecasts.  Costs   assumptions  incorporate   management
    experience and expectations, as well as the nature and location of the operation
    and the risks  associated therewith. There  were no indicators  that costs  will
    increase in comparison to 31 December 2023 impairment assessment;
  • No adverse changes were noted for commercial reserves and production profiles;
  • No changes  were  noted  in  the operating  environment  such  as  local  market
    conditions, tax or other legal  or regulatory changes. Specifically,  management
    considered if  there had  been any  update  with respect  to the  Iraqi  Federal
    Supreme Court ruling announced  in 2022 and concluded  there was no movement  in
    the period which would impact the impairment analysis; and
  • The Group  continues to  develop  its assessment  of  the potential  impacts  of
    climate change  and the  associated  risks of  the  transition to  a  low‑carbon
    future. Our ambition to reduce scope  one per barrel CO2 emissions intensity  by
    at least  50% versus  the original  2020 baseline  of 38  kgCO2e per  barrel  is
    dependent on the  timing of sanction  and implementation of  the Gas  Management
    Plan. The International  Energy Agency’s (“IEA”)  most recent Announced  Pledges
    Scenario (“APS”) and Net Zero Emissions (“NZE”) climate scenario oil prices  and
    carbon taxes were used to evaluate the potential impact of the principal climate
    change transition risks. The APS scenario assumes that governments will meet, in
    full and  on  time,  all  of the  climate‑related  commitments  that  they  have
    announced, including  longer term  net  zero emissions  targets and  pledges  in
    Nationally Determined Contributions  (“NDCs”) to reduce  national emissions  and
    adapt to the impacts of climate change  leading to a global temperature rise  of
    1.7°C in 2100. NZE scenario portrays a  pathway for the global energy sector  to
    reach net zero CO2 emissions by 2050 which is consistent with limiting long-term
    global warming to 1.5 °C with  limited overshoot. The estimated re-opening  date
    is one year later than the base case assessment at 31 December 2023,  management
    previously performed sensitivities of up to  two years. There was no  impairment
    under the APS scenario, but a potential impairment under the NZE scenario. While
    the IEA  oil  price assumptions  incorporate  carbon  prices, the  IEA  has  not
    disclosed the  assumed  average  carbon  intensity  per  barrel  of  production.
    Therefore, the Group has performed  a sensitivity to conservatively include  IEA
    carbon pricing on all  production which results in  no impairment under the  APS
    scenario, but a potential impairment under the NZE scenario.

 

 

Notes to the consolidated financial statements

 

1. Geographical information

The Chief  Operating Decision  Maker, as  per the  definition in  IFRS 8  ‘Operating
Segments’, is considered  to be  the Board  of Directors.  The Group  operates in  a
single segment, that of  oil and gas exploration,  development and production, in  a
single geographical  location, the  Kurdistan Region  of Iraq  (“KRI”); 100%  (2023:
100%) of the  group’s non-current assets,  excluding deferred tax  assets and  other
financial assets, are located  in the KRI. The  financial information of the  single
segment is  materially  the  same  as  set out  in  the  consolidated  statement  of
comprehensive income, the consolidated balance sheet, the consolidated statement  of
changes in equity, the consolidated cash flow statement and these related notes.

 

2. Revenue

                                 2024    2023
 
                                $’000   $’000
                                             
Oil sales via export pipeline       -  78,955
Local oil sales               151,208  44,559
                              151,208 123,514

 

The Group’s accounting policy for revenue recognition is set out in the ‘Summary  of
material accounting policies’, with  revenue recognised upon  crude oil passing  the
delivery points, either being entry into pipeline or delivered into trucks.

 

Local oil sales (from 19 July 2023 and throughout 2024)

In July  2023, GKP  began selling  oil to  local buyers  at negotiated  prices.  The
realised price achieved in 2024 was $27/bbl (July to December 2023: $30/bbl).  Local
buyers are contracted  to pay GKP  in advance of  receipt of oil;  such amounts  are
recognised as deferred income (see note 14) until a customer’s receipt of oil at the
delivery point.

 

Oil sales via export pipeline (from 1 January - 25 March 2023)

The International  Court of  Arbitration in  Paris  ruled on  the long  running  ITP
arbitration case in Iraq’s favour, which led to  the shut-in of the ITP on 25  March
2023. Negotiations are ongoing to reopen the pipeline.

 

From 1 September 2022 until shut-in of the ITP on 25 March 2023 there was no lifting
agreement in place between the  Shaikan Contractor and the  KRG. The KRG proposed  a
new pricing mechanism based upon the average monthly KBT sales price realised by the
KRG at Ceyhan; formerly the pricing mechanism was based upon Dated Brent. The  Group
has not accepted the proposed contract modification and continued, until  suspension
of the  export pipeline,  to  invoice the  KRG  for oil  sales  based on  the  pre-1
September 2022  pricing formula.  Considering the  uncertainty with  respect to  the
variable consideration within the pricing mechanism, the Group has concluded that it
is an appropriate  judgement to  recognise revenue  based on  the proposed  contract
modification for the period to the pipeline shutdown on 25 March 2023.

 

Export sales covering the period from 1 January to 25 March 2023 were based upon the
monthly KBT price,  the realised  price in this  period was  $51.3/bbl. The  revenue
impact of using the proposed  KBT pricing mechanism instead  of Dated Brent for  the
export sales period  in 2023  is estimated  to be a  reduction of  revenue by  $12.0
million; taking into account the associated reduction in capacity building  payments
results in a total reduction of profit after tax for the export sales period in 2023
of $11.4 million.

 

Information about major customers

Customers making up greater than 10% of revenue are as follows:

                              2024 2023
                                       
Kurdistan Regional Government   0%  68%
Customer A                     88% <10%
Customer B                    <10%  11%
Customer C                    <10%   0%
Customer D                      0%  10%
Customer E                      0%  10%

 

3. Cost of sales

                                                             2024   2023
 
                                                            $’000  $’000
                                                                        
Operating costs                                            52,435 36,082
Capacity building payments                                 10,818  8,872
Change in oil inventory value                               (168)   (75)
Depreciation of oil and gas assets and operational assets  75,781 39,470
Contract termination costs                                      -  5,525
Provision against inventory held for sale                       -  2,627
Loss on disposal of drilling stock                              -  1,452
                                                          138,866 93,953

 

Capacity building payments from 1 January until 25 March 2023 have been recorded  in
line with the proposed  pricing mechanism (see note  2); any difference between  the
proposed and final pricing mechanism will be reflected in future periods.

 

The Group accounting policy for depreciation  of oil and gas assets and  operational
assets, as well as the recognition of capacity building payments, are set out in the
Summary of material accounting policies section.

 

The depreciation charge in 2024 is based upon internal reserves and development cost
estimates. The 2023  depreciation charge was  derived from the  CPR prepared by  ERC
Equipoise  as  at  31  December  2022.  The  increase  in  charge  compared  to  the
corresponding period in 2023 is principally derived from higher production in 2024.

 

Contract termination, provision against inventory held for sale and loss on disposal
of drilling stocks in 2023  relate to non-recurring activities undertaken  following
the ITP export pipeline suspension in March 2023.

 

4. Other general and administrative expenses

                                         2024   2023
                                        $’000
                                               $’000
                                               
Depreciation and amortisation           3,033  2,652
Auditor’s remuneration (see below)        679    635
Other general and administrative costs  7,700  7,179
                                       11,412 10,466

 

 

                                                                          2024  2023
 
                                                                         $’000 $’000
                                                                                
Fees payable to the Company’s auditor for the audit of the Company’s       530   474
annual accounts
 
                                                                                    
Fees payable to the Company’s auditor for other services to the Group
- audit of the Company’s subsidiaries pursuant to legislation               32    26
Total audit fees                                                           562   500
 
Other assurance services (including a half year review)                    117   135
Total fees                                                                 679   635

 

5. Share option related expense

                                                  2024   2023

                                                 $’000  $’000
                                                             
Share-based payment expense                      3,472  9,673
Payments related to share options exercised        704    797
Share-based payment related provision for taxes    243    290
                                                 4,419 10,760

 

Under the Long  Term Incentive Plan  (“LTIP”) schemes, GKP  awards share options  to
employees annually that  have a three-year  vesting period, the  share price at  the
date of  award is  a  significant determinant  of the  number  of shares  issued  to
employees (see note 21).

 

In the event the Company pays  dividends to shareholders during the vesting  period,
upon vesting the Company would compensate employees for an amount equivalent to  the
dividends paid during the  vesting period and  such amount would  be settled at  the
Company’s discretion with shares or  cash. Given the financial challenges  following
the ITP  closure, the  Company  used its  discretion in  2023  to pay  the  dividend
equivalent predominantly in shares to  preserve liquidity. The significant  decrease
in share-based payment expense in  2024 is due to the  decrease in shares issued  in
2024 versus 2023 as compensation related to dividends paid in the vesting periods of
the 2021 LTIP and 2020 LTIP.

 

6. Staff costs

The average  number of  employees, including  Executive directors,  and  contractors
employed by the Group was  411 (2023: 471); the  number of full-time equivalents  of
these workers was 274 (2023: 303).

 

                 Average number of employees Average number of full-time equivalents
                     2024          2023             2024                2023
                                                                           
Kurdistan             387           444              250                 276
United Kingdom        24            27               24                  27
Total                 411           471              274                 303

 

 

Staff costs as follows are shown net of amounts recharged to joint operations:
                                                          2024            2023
 
                                                         $’000           $’000
                                                                              
Wages and salaries                                      37,833          37,645
Social security costs                                    2,723           1,826
Pension costs                                              472             468
Share-based payment (see note  30 21)                    4,419          10,760
                                                        45,447          50,699

Staff costs include costs relating to  contractors who are long-term workers in  key
positions and are included  in PPE additions,  cost of sales  and other general  and
administrative expenditure depending on  the nature of such  costs. Staff costs  are
shown net of amounts recharged to joint operations.

 

7. Finance costs and finance income

                                                         2024    2023
 
                                                        $’000   $’000
                                                                     
Lease interest                                           (48)    (66)
Unwinding of discount on provisions (see note  31 15) (1,628) (1,699)
Total finance costs                                   (1,676) (1,765)
Finance income                                          4,116   3,803
Net finance income                                      2,440   2,038

 

Since redemption of $100m notes on 2 August 2022, the Group has remained debt free.

 

8. Income tax

                                                                      2024  2023
 
                                                                     $’000 $’000
                                                                                
Prior year adjustment                                                    -   195
Deferred UK corporation tax charge (see note  32 16)                 (708) (306)
Tax (charge)/credit attributable to the Company and its subsidiaries (708) (111)

 

The Group is not required to pay taxes in Bermuda on either income or capital gains.
The Group  has received  an undertaking  from  the Minister  of Finance  in  Bermuda
exempting it from any such taxes at least until the year 2035.

 

In the  KRI, the  Group  is subject  to  corporate income  tax  on its  income  from
petroleum operations under the Kurdistan PSC.  Under the Shaikan PSC, any  corporate
income tax arising from petroleum  operations will be paid  from the KRG’s share  of
petroleum profits. Due to the uncertainty  over the payment mechanism for oil  sales
in Kurdistan, it has not been possible to measure reliably the taxation due that has
been paid on behalf of the Group by  the KRG and therefore the notional tax  amounts
have not  been included  in revenue  or in  the tax  charge. This  is an  accounting
presentational issue and there is no taxation to be paid.

 

The annual UK  corporation tax  rate for  the years ended  31 December  2024 and  31
December 2023 was 19% on profits up to £50k tapered to 25% on profits above £250k.

 

Deferred tax is provided for  due to the temporary  differences, which give rise  to
such a balance in jurisdictions  subject to income tax.  All deferred tax arises  in
the UK.

 

9. Earnings per share

The calculation of the basic and diluted profit/(loss) per share is based on the
following data:

                                                                       2024     2023
Profit/(loss) after tax for basic and diluted per share               7,158 (11,500)
calculations ($’000)
                                                                                    
Number of shares (‘000s):                                                           
Basic weighted average number of ordinary shares                    219,562  217,992
Basic EPS (cents)                                                      3.26   (5.28)
                                                                                    

The Group followed the  steps specified by IAS  33 in determining whether  potential
common shares are dilutive or anti-dilutive.

 

Reconciliation of dilutive shares:

                                                                2024    2023
Number of shares (‘000s)                                                    
Basic weighted average number of ordinary shares outstanding 219,562 217,992
Effect of potential dilutive share options(1)                  9,134       -
Diluted number of ordinary shares outstanding                228,696 217,992
Diluted EPS (cents)(1)                                          3.13  (5.28)

 

(1)  At  the  reporting  date,  the  Company  had  9,134k  dilutive  (2023:   8,224k
antidilutive) ordinary shares  relating to outstanding  share options. Earnings  per
share are calculated  on the assumption  of conversion of  all potentially  dilutive
ordinary shares however, during a period where a company makes a loss, anti-dilutive
shares are not included in the loss  per share calculation as they would reduce  the
reported loss per share.

 

The weighted average  number of  ordinary shares in  issue excludes  shares held  by
Employee Benefit Trustee (“EBT”) of 0.1 million, (2023: 0.2 million).

 

10. Property, plant and equipment

                                                                               Total
                                     Oil and gas Fixtures and Right of use
                                                                    assets          
                                          assets    equipment
                                                                     $’000          
                                           $’000        $’000
                                                                               $’000
    Year ended 31 December 2023                                                     
Opening net book value                   433,556        2,257          630   436,443
Additions                                 58,240          453           86    58,779
Disposals’ cost                                -            -         (70)      (70)
Revision to decommissioning asset        (8,933)            -            -   (8,933)
Depreciation charge                     (39,470)        (649)        (356)  (40,475)
Disposals’ depreciation                        -            -           66        66
Foreign currency translation                   -            5           27        32
differences
Closing net book value                   443,393        2,066          383   445,842
                                                                                    
At 31 December 2023                                                                 
                Cost                     992,870        9,404        2,188 1,004,462
Accumulated depreciation               (549,477)      (7,338)      (1,805) (558,620)
Net book value                           443,393        2,066          383   445,842
                                                                                    
    Year ended 31 December 2024                                                     
Opening net book value                   443,393        2,066          383   445,842
Additions                                 18,252          284        1,559    20,095
Disposals’ cost                                -            -      (2,040)   (2,040)
Revision to decommissioning asset          (693)            -            -     (693)
Depreciation charge                     (75,781)        (576)        (394)  (76,751)
Disposals’ depreciation                        -            -        2,004     2,004
Foreign currency translation                   -          (1)          (6)       (7)
differences
Closing net book value                   385,171        1,773        1,506   388,450
                                                                                    
At 31 December 2024                                                                 
                Cost                   1,010,429        9,687        1,701 1,021,817
Accumulated depreciation               (625,258)      (7,914)        (195) (633,367)
Net book value                           385,171        1,773        1,506   388,450

 

The net  book value  of oil  and gas  assets at  31 December  2024 is  comprised  of
property, plant and equipment relating to the Shaikan block with a carrying value of
$385.2 million (2023: $443.4 million).

 

The additions  to the  Shaikan asset  amounting  to $18.3  million during  the  year
included safety critical upgrades at PF-1 and production optimisation expenditures.

 

The $0.7  million  (2023: $8.9  million)  decrease in  decommissioning  asset  value
relates to a $1.1 million decrease in changes to inflation and discount rates (2023:
$13.1 million), offset by  an increase of $0.4  million relating to facilities  work
(2023: $4.2 million).

 

The DD&A charge of  $75.8 million (2023:  $39.5 million) on oil  and gas assets  has
been included within cost of sales (see note  33 3). The depreciation charge of $0.6
million (2023: $0.6 million) on fixtures and equipment and $0.4 million (2023:  $0.4
million) on right  of use  assets has been  included in  general and  administrative
expenses (see note  34 4).

 

Right of  use assets  at  31 December  2024 of  $1.5  million (2023:  $0.4  million)
consisted principally of buildings, with a new office lease entered into in 2024.

 

For details  of  the  key  assumptions  and  judgements  underlying  the  impairment
assessment, refer to the “Critical  accounting estimates and judgements” section  of
the Summary of material accounting policies.

 

11. Group companies

Details of the Company’s subsidiaries and joint operations at 31 December 2024 is as
follows:

 

                          Place of                             Principal
Name of subsidiary     incorporation  Proportion of
                                        ownership               activity
                                        interest
                                                                    
Gulf Keystone
Petroleum (UK) Limited

1st Floor              United Kingdom     100%      Management, support, geological,
                                                      geophysical and engineering
Brownlow Yard                                                   services

7 Roger Street

London, WC1N 2JU
Gulf Keystone
Petroleum
International Limited

c/o Carey Olsen
Services Bermuda
Limited                   Bermuda         100%          Exploration, evaluation,
                                                       development and production
5th Floor                                               activities in Kurdistan

Rosebank Centre

11 Bermudiana Road

Pembroke, HM08 Bermuda

 

Name of joint                                                Principal
operation     Location  Proportion of ownership
                               interest                       activity
                   
                                                                  
Shaikan       Kurdistan           80%                Production and development
                                                             activities
                                    

 

 

 

 

 

 

 

12. Inventories

                                2024  2023
 
                               $’000 $’000
                                          
Warehouse stocks and materials 6,829 6,900
Crude oil                        234   374
Inventory held for sale        2,789 2,627
                               9,852 9,901

 

13. Trade and other receivables

Non-current receivables

                                   2024    2023
 
                                  $’000   $’000
                                               
Trade receivables – non-current 138,175 140,218

 

Non-current trade receivables  relate to  overdue amounts  due from  the KRG,  after
deducting the expected credit loss,  that are expected to  be received more than  12
months from the reporting date (see Reconciliation of trade receivables below).

 

Current receivables

                                  2024    2023
 
                                 $’000   $’000
                                              
Trade receivables               16,583   6,350
Underlift                            -   3,806
Other receivables                7,291   3,080
Prepayments and accrued income   2,905   1,882
Total current receivables       26,779  15,118
Total receivables              164,954 155,336

 

Reconciliation of trade receivables

                                 2024       2023
 
                                $’000      $’000
                                                
Gross carrying amount           171,026  171,026
Less: Impairment allowance     (16,267) (24,458)
Carrying value at 31 December   154,759  146,568
                                              

 

Gross trade receivables  relating to export  sales of $171.0  million (2023:  $171.0
million) are comprised of invoiced amounts due, based upon KBT pricing, from the KRG
for crude  oil sales  totalling $158.8  million (2023:  $158.8 million)  related  to
October 2022 – March 2023 and a share  of Shaikan amounts due from the KRG that  GKP
purchased from MOL  amounting to $12.2  million (2023: $12.2  million). Although  no
legal right of  offset exists, the  net balance  due from the  KRG comprises  $158.8
million (2023: $158.8 million) included in trade receivables and $7.7 million (2023:
$7.7 million) included within current liabilities (see note 14), resulting in a  net
receivable balance due from the  KRG relating to crude  oil sales of $151.1  million
(2023: $151.1 million).

 

As  detailed  in  the  Sales  Revenue  accounting  policies,  entitlement  has   two
components: cost oil, which is the mechanism by which the Company recovers its costs
incurred, and profit oil,  which is the mechanism  through which profits are  shared
between the Company, its partner and the KRG. The outstanding receivable balance  of
$151.1 million above, comprises $120.4 million cost oil and $30.7 million profit oil
(net of Capacity Building Payment).

 

While GKP  expects  to  recover the  full  value  of the  outstanding  invoices  and
purchased revenue  arrears,  an ECL  of  $16.3  million (2023:  $24.5  million)  was
provided against the trade receivables balance in accordance with IFRS 9  ‘Financial
Instruments’. During  the year,  a $8.2  million credit  was recognised  due to  the
decrease in  the ECL  provision (2023:  charge of  $21.4 million)  arising from  the
earlier repayment profile  estimated compared  to the  prior year.  During 2025  the
Company expects to begin recovering the cost oil component of the trade  receivables
balance due from the KRG via the settlement of invoices (inclusive of both cost  and
profit oil) due  from oil  sales to  local customers  as the  outstanding cost  pool
balance declines to a level at or below the trade receivable balance. Following  the
export pipeline reopening the remaining overdue trade receivables is expected to  be
recovered from the KRG including both the outstanding cost oil balance at that  time
and the full profit oil balance referenced above.

 

As detailed  in  the  Summary  of  material accounting  policies  and  note  2,  the
outstanding sales  invoices from  October 2022  – March  2023 receivable  have  been
recognised based on a proposed pricing mechanism, which GKP has not accepted.

 

ECL sensitivities

 

Considering the variables listed within the Summary of material accounting policies,
the only variables with a significant impact upon the profit before tax, when varied
reasonably, are the  estimation of  the KRG's credit  rating for  which no  official
market data exists and the estimated date of the re-opening of the ITP.

 

For the purpose of GKP’s ECL calculation,  the KRG's deemed CDS was estimated to  be
4.88%. An  increase of  the CDS  of  2% would  increase the  ECL provision  by  $6.1
million, conversely a decrease of the CDS by 2% would decrease the ECL provision  by
$6.4 million.

 

GKP estimates that the re-opening of the ITP will occur in October 2025, should this
be delayed by 12 months there would be a $7.5 million increase in the ECL provision.

 

All other variables listed within the Summary of material accounting policies,  when
individually reasonably  varied,  do  not  have  a  material  impact  upon  the  ECL
valuation.

 

Other receivables

Included within Other receivables is an amount of $0.5 million (2023: $0.4  million)
being the deposits for leased assets which are receivable after more than one  year.
There are no receivables from related parties as at 31 December 2024 (2023: nil). No
impairments of other receivables have been recognised during the year (2023: nil).

 

14. Current liabilities

Trade and other payables

                                                             2024    2023
 
                                                            $’000   $’000
                                                                         
Trade payables                                              1,746  11,953
Accrued expenditures                                       22,228  14,009
Amounts due to KRG not expected to be cash settled         80,905  74,703
Capacity building payment due to KRG on trade receivables   7,687   7,687
Other payables                                              4,080     683
Lease obligations                                             395     359
Overlift                                                      236       -
Total trade and other payables                            117,277 109,394

 

Trade payables and accrued expenditures principally comprise amounts outstanding for
trade purchases and ongoing costs and  the Directors consider that carrying  amounts
approximate fair value. The stabilising of  local sale revenues during 2024  enabled
the Group to settle all overdue trade payables in the first quarter of 2024.

 

Amounts due to KRG  not expected to  be cash settled of  $80.9 million (2023:  $74.7
million) include:

  • $40.1 million (2023: $37.7 million) expected  to be offset against oil sales  to
    the KRG up to  2018, together with  other amounts since due  from the KRG,  that
    have not been recognised in the financial statements as management consider that
    the criteria for revenue recognition have not been satisfied.
  • $40.8 million (2023:  $37.0 million) related  to an accrual  for the  difference
    between the capacity building rate of 20%, as per the invoicing basis in  effect
    since October 2017,  and 30% as  per the 2016  Bilateral Agreement. The  working
    interest under the 2016 bilateral agreement  is 80% whereas the invoicing  basis
    is 61.5%. If the  commercial position were  to revert to the  full terms of  the
    executed amended  PSC and  the 2016  Bilateral Agreement,  the Group  would  not
    expect to cash settle this balance as  a more than offsetting increase in  GKP’s
    net entitlement is expected to result in revenue being due to GKP (see  critical
    accounting judgements), the  value of which  is expected to  exceed the  accrued
    $40.8 million.

Overlift is  the volumes  owed by  the Company  to the  KRG through  the lifting  of
volumes in  excess  of contractual  entitlement  in  accordance with  the  PSC.  The
overlift is valued at the year-end sales  price. The overlift was temporary and  the
KRG lifted the volumes in 2025.

 

Deferred income

 

At 31 December 2024, deferred income of $0.7 million (2023: $5.2 million) related to
cash advances paid by local oil buyers in advance of lifting oil (See note 2).

 

Non-current liabilities

                             2024  2023
 
                            $’000 $’000
Non-current lease liability 1,112    39

 

15. Provisions

                                           2024    2023

Decommissioning provision                 $’000   $’000
                                                       
At 1 January                             35,312  42,546
New provisions and changes in estimates   (693) (8,933)
Unwinding of discount                     1,628   1,699
At 31 December                           36,247  35,312

 

The $0.7 million  decrease in new  provisions and changes  in estimates (2023:  $8.9
million decrease) comprises an increase relating to new drilling and facilities work
of $0.4 million (2023: $4.2 million), offset  by a reduction of $1.1 million  (2023:
$13.1 million) due  to changes in  inflation and discount  rates. The provision  for
decommissioning is based on the net present value of the Group’s estimated share  of
expenditure, inflated at 2.5 % (2023: 2.25%)  and discounted at 4.9 % (2023:  4.6%),
which may  be  incurred  for  the  removal and  decommissioning  of  the  wells  and
facilities currently in place and restoration of the sites to their original  state.
Most expenditures are  expected to take  place towards the  end of the  PSC term  in
2043.

 

16. Deferred tax asset

The following are the  major deferred tax liabilities  and assets recognised by  the
Group and movements  thereon during  the current  and prior  reporting periods.  The
deferred tax assets arise in the United Kingdom.

 

                                                    Share-based                Total
                              Accelerated tax          payments     Tax losses
                                 depreciation                          carried      
                                                                       forward
                                        $’000                                       
                                                          $’000          $’000
                                                                               $’000
                                                                                    
At 1 January 2023                       (572)             1,181            967 1,576
(Charge)/credit to income                 882             (741)          (447) (306)
statement
Exchange differences                     (17)                42            250   275
At 31 December 2023                       293               482            770 1,545
(Charge)/credit to income               (271)               238          (675) (708)
statement
Exchange differences                        -              (11)            (1)  (12)
At 31 December 2024                        22               709             94   825

 

17. Financial instruments

                             2024    2023
 
                            $’000   $’000
                                         
Financial assets                         
Cash                      102,346  81,709
Receivables               161,426 152,709
                          263,772 234,418
                                         
Financial liabilities                    
Trade and other payables  118,152 109,433
                          118,152 109,433

 

All financial liabilities, except for  non-current lease liabilities (see note  14),
are due to be settled within one year and are classified as current liabilities. All
financial liabilities are recognised at amortised cost.

 

Fair values of financial assets and liabilities

With the  exception of  the receivables  from the  KRG which  the Group  expects  to
recover in full (see  note 13), the  Group considers the carrying  value of all  its
financial assets and liabilities to be materially the same as their fair value.

 

The financial  assets  balance includes  a  $16.3 million  provision  against  trade
receivables (2023: $24.5 million) (see note  13). All financial assets are  measured
at amortised cost which is materially the same as fair value.

 

Capital Risk Management

The Group manages its capital to ensure  that the entities within the Group will  be
able to  continue as  going concerns  while maximising  the return  to  shareholders
through the optimisation of the debt and equity structure. The capital structure  of
the Group consists of cash, cash  equivalents, notes (in previous years) and  equity
attributable to  equity holders  of  the parent.  Equity comprises  issued  capital,
reserves and  accumulated  losses as  disclosed  in  note 18  and  the  Consolidated
statement of changes in equity.

 

Capital Structure

The Company’s Board of  Directors reviews the capital  structure on a regular  basis
and will make adjustments  in light of  changes in economic  conditions. As part  of
this review, the Board considers the cost  of capital and the risks associated  with
each class of capital.

 

Material Accounting Policies

Details of  the material  accounting  policies and  methods adopted,  including  the
criteria for recognition, the basis of measurement and the basis on which income and
expenses are recognised,  in respect  of each  class of  financial asset,  financial
liability and equity instrument are disclosed in the Summary of material  accounting
policies.

 

Financial Risk Management Objectives

The Group’s management  monitors and  manages the  financial risks  relating to  the
operations of  the  Group. These  financial  risks include  market  risk  (including
commodity price, currency and fair value interest rate risk), credit risk, liquidity
risk and cash flow interest rate risk.

 

As at  year end,  the Group  did not  hold any  derivative assets  to hedge  against
commodity price  declines or  any other  financial  risks. The  Group does  not  use
derivative financial instruments for speculative purposes.

 

The risks are closely reviewed by the Group’s management under the oversight of  the
Board on a regular  basis and, where  appropriate, steps are  taken to ensure  these
risks are minimised.

 

Market risk

The Group’s activities expose it primarily to the financial risks of changes in  oil
prices, foreign currency exchange rates and changes in interest rates in relation to
the Group’s cash balances.

 

There have been no changes to the Group’s exposure to other market risks. The  risks
are monitored  by the  Group’s management  under the  oversight of  the Board  on  a
regular basis.

 

The Group  conducts  and manages  its  business  predominantly in  US  dollars,  the
operating currency of the  industry in which it  operates. The Group also  purchases
the operating currencies of the countries in which it operates routinely on the spot
market. Cash balances are held in  other currencies to meet immediate operating  and
administrative expenses or to comply with local currency regulations.

 

At 31 December 2024, a 10% weakening  or strengthening of the US dollar against  the
other currencies in which the Group’s  monetary assets and monetary liabilities  are
denominated would not have a material effect on the Group’s net assets or profit.

 

Interest rate risk management

The Group’s policy on interest rate management  is agreed at the Board level and  is
reviewed on an ongoing basis. The current policy is to maintain a certain amount  of
funds in the form of cash for short-term liabilities and have the rest on short-term
deposits to maximise returns and accessibility.

 

Based on the exposure to interest rates for  cash at the balance sheet date, a  0.5%
increase or decrease  in interest  rates would  not have  a material  impact on  the
Group’s profit.

 

Credit risk management

Credit risk refers to the risk that  a counterparty will default on its  contractual
obligations resulting in financial loss  to the Group. As  at 31 December 2024,  the
maximum exposure  to  credit risk  from  a  trade receivable  outstanding  from  one
customer is $171.0 million (2023: $171.0  million). Although the Group is  confident
in the  recovery of  the trade  receivables balance,  a provision  of $16.3  million
(2023: $24.5 million) was recognised against the trade receivables balance.

 

The credit  risk  on  liquid funds  is  limited  because the  counterparties  for  a
significant portion of the cash at the balance sheet date are banks with  investment
grade credit ratings assigned by international credit-rating agencies.

 

Liquidity risk management

Ultimate responsibility  for  liquidity  risk  management  rests  with  the  Group’s
management under the oversight of the Board  of Directors. It is the Group’s  policy
to finance  its business  by means  of internally  generated funds,  external  share
capital and debt. The Group seeks to raise further funding as and when required.

 

18. Share capital

                            2024    2023
 
                           $’000   $’000
Authorised:                             
Common shares of $1 each 292,105 292,105

 

                                                  Common shares
                              No. of shares Share capital Share premium Total amount
                                       ‘000         $’000         $’000        $’000
                                                                                    
Balance 1 January 2023              216,247       216,247       528,125      744,372
Dividends paid                            -             -      (24,813)     (24,813)
Shares issued                         6,196         6,196             -        6,196
Balance 31 December 2023            222,443       222,443       503,312      725,755
Dividends paid                            -            -       (34,933)     (34,933)
Shares issued                           255           255            -           255
Repurchase of ordinary shares       (5,693)       (5,693)       (4,394)     (10,087)
Balance 31 December 2024            217,005       217,005       463,985      680,990

 

 

At 31 December 2024, a total  of 0.1 million common shares  at $1 each were held  by
the EBT (2023: 0.2  million at $1  each). These common  shares were included  within
reserves.

 

Rights attached to share capital

The holders of the  common shares have  the following rights  (subject to the  other
provisions of the Byelaws):

 

(i)   entitled to one vote per common share;
(ii)  entitled to receive notice of, and attend and vote at, general meetings of the
      Company;
(iii) entitled to dividends or other distributions; and
      in the event of a winding-up or dissolution of the Company, whether  voluntary
      or involuntary or for a reorganisation or otherwise or upon a distribution  of
      capital, entitled to  receive the amount  of capital paid  up on their  common
(iv)  shares and to participate  further in the surplus  assets of the Company  only
      after payment of the Series A Liquidation Value (as defined in the Byelaws) on
      the Series A Preferred Shares.

       

19. Cash flow reconciliation

                                                                       2024     2023
                                                             Notes    $’000    $’000
                                                                                    
Cash flows from operating activities                                                
Profit/(loss) from operations                                         4,702 (13,043)
                                                                                    
Adjustments for:                                                                    
Depreciation, depletion and amortisation of property, plant          76,752   40,409
and equipment (including the right of use assets)
Amortisation of intangible assets                                     1,980    1,648
(Decrease)/Increase of provision for impairment of trade      35 13 (8,191)   21,378
receivables
Share-based payment expense                                   36 21   3,472    9,673
Provision against inventory held for sale                      3         34    2,627
Operating cash flows before movements in working capital             78,749   62,692
                                                                                    
Decrease/(Increase) in inventories                                       49  (7,605)
Increase in trade and other receivables                             (1,290) (10,741)
Increase in trade and other payables                                 11,919    3,107
Income taxes received                                                     -       67
Cash generated from operations                                       89,427   47,520

 

Reconciliation of  property,  plant  and  equipment additions  to  cash  flows  from
purchase of property, plant and equipment:

                                             2024   2023
 
                                            $’000  $’000
                                                   
Associated cash flows                              
Additions to property, plant and equipment 20,102 58,652
Movement in working capital                 7,083  6,764
                                                        
Non-cash movements                                      
Foreign exchange differences                  (7)   (30)
Purchase of property, plant and equipment  27,178 65,386

 

20. Commitments

Exploration and development commitments

 

Additions to property, plant and equipment  are generally funded with the cash  flow
generated from the Shaikan Field. As at 31 December 2024, gross capital  commitments
in relation to  the Shaikan  Field were  estimated to  be $9.2  million (2023:  $2.2
million).

 

21. Share-based payments

                            2024  2023
       
                           $’000 $’000
                                      
Total share options charge 3,472 9,673

 

The share options charge of $3.5 million  (2023: $9.6 million) is comprised of  $3.2
million (2023: $9.1 million) related to the  LTIP plan and $0.3 million (2023:  $0.6
million) related to  the deferred  bonus plan.  See note  5 for  other share  option
related expenses charged to the consolidated income statement.

 

Long Term Incentive Plan

 

The Gulf Keystone Petroleum 2014 LTIP is designed to reward members of staff through
the grant of  share options at  a zero-exercise price,  that vest three-years  after
grant,  subject  to  the  fulfilment  of  specified  performance  conditions.  These
performance conditions are  50% Total  Shareholder Return (“TSR”)  over the  vesting
period and 50% of the  Group’s TSR relative to a  bespoke group of comparators  over
the vesting period.

In July 2024,  Gulf Keystone Petroleum  introduced the 2024  LTIP. Under this  plan,
Executive Directors were  awarded shares  consistent with  the 2014  LTIP, with  the
addition of  a two-year  post-vesting  holding period,  during which  vested  awards
cannot be sold except to cover the tax liability upon exercise. Similarly, the  2024
LTIP granted to  senior management  follows the  2014 LTIP  guidelines, featuring  a
three-year vesting  period  from the  grant  date, without  a  post-vesting  holding
period, and subject  to specific performance  conditions. The 2024  LTIP granted  to
other staff  members consists  of nil-cost  options with  one, two,  and  three-year
vesting periods,  with no  post-vesting holding  periods or  performance  conditions
attached.

 

                                    2024          2023

                               Number of     Number of
 
                           share options share options

                                    ’000          ’000
                                                      
Outstanding at 1 January           8,004         8,785
Granted during the year            3,590         6,295
Exercised during the year          (516)       (6,383)
Forfeited during the year          (288)         (211)
Expired during the year          (1,872)         (482)
Outstanding at 31 December         8,918         8,004
                                                      
Exercisable at 31 December             -             -

 

The weighted average share price at the date of exercise for share options exercised
during the year was £1.48 (2023: £1.17).

 

The inputs into the calculation of fair  values of the share options granted  during
the year are as follows:

                                                                        2024    2023
                                                                                    
Weighted average share price                                           £1.11   £1.07
Weighted average exercise price                                          Nil     Nil
Expected volatility                                                    56.1%   52.5%
Expected life                                                        3 years 3 years
Risk-free rate                                                          4.3%    3.3%
Expected dividend yield (on the basis dividends equivalents              Nil     Nil
received)

 

 

The options  outstanding  at 31  December  2024  had a  weighted  average  remaining
contractual life of two years (2023: two years).

 

The aggregate of the estimated fair value of options granted in 2024 is $4.6 million
(2023 $4.6 million).

 

Deferred Bonus Plan

 

At the Company's AGM  in June 2019, shareholders approved  the Deferred Bonus  Plan.
This provides for 30% of the annual bonus attributable to executive directors to  be
paid in the  form of  nil cost  options that  can be  exercised any  time after  the
three-year vesting  period.  There are  no  performance conditions  other  than  the
executive director must continue to be employed for this period (subject to  certain
limited exceptions).

 

                                    2024          2023

                               Number of     Number of
 
                           share options share options

                                    ’000          ’000
                                                      
Outstanding at 1 January             216           218
Exercised during the year              -         (180)
Granted during the year                -           178
Outstanding at 31 December           216           216
                                                      
Exercisable at 31 December             -             -

 

There were no options exercised during the year under the Deferred Bonus Plan (2023:
the weighted average share price at the date of exercise for share options exercised
was £1.37).

 

During the year no options were granted  to employees under the Deferred Bonus  Plan
(2023: 177,832 options granted).

 

The options  outstanding  at 31  December  2024  had a  weighted  average  remaining
contractual life of one year (2023: two years).

 

22. Dividends

During 2024, a total of  $35 million dividends (16.048  US cents per Common  Share),
being interim dividends, were declared and paid to shareholders. In 2023, a total of
$25 million dividends (11.561 US cents per Common Share).

 

An interim dividend of $25 million was declared in March 2025.

 

23. Related party transactions

The Company  has a  related party  relationship  with its  subsidiaries and  in  the
ordinary course  of  business,  enters  into various  sales,  purchase  and  service
transactions with joint  operations in which  the Company has  a material  interest.
These transactions are under  terms that are  no less favourable  to the Group  than
those arranged with third parties.

 

Remuneration of Directors and Officers

 

The Directors and Officers who served during the year ended 31 December 2024 were as
follows:

 

M Angle – Chairman (deceased September 2024)

D Thomas – Non-Executive Director became Deputy Chair June 2023, became Interim
Chair September 2024 and became Chair October 2024

J Balkany – Non-Executive Director

M Daryabegui – Non-Executive Director (appointed October 2024)

C Krajicek – Non-Executive Director (appointed October 2024)

W Mwaura – Non-Executive Director

K Wood – Non-Executive Director (resigned June 2024)

J Harris – Chief Executive Officer and Executive Director

G Papineau-Legris – Chief Commercial Officer appointed as Chief Financial Officer
and Executive Director (effective June 2024)

I Weatherdon – Chief Financial Officer and Executive Director (resigned June 2024)

C Kinahan – Chief Human Resources Officer

J Hulme – Chief Operating Officer

A Robinson – Chief Legal Officer and Company Secretary

 

The remuneration of the Directors and Officers who are considered to be key
management personnel is set out below in aggregate for each of the categories
specified in IAS 24 Related Party Disclosures.

 

The values below are calculated in accordance with IAS 19 and IFRS 2.

                               2024  2023
 
                              $’000 $’000
                                         
Short-term employee benefits  7,196 3,463
Share-based payment - options 1,493 4,065
                              8,689 7,528

 

Further information about the  remuneration of individual  Directors is provided  in
the Directors’ Emoluments section of the Remuneration Committee report.

 

24. Contingent Liabilities

The Group  has a  contingent liability  of $27.3  million (2023:  $27.3 million)  in
relation to the proceeds from the sale of test production in the period prior to the
approval of the original  Shaikan Field Development Plan  (“FDP”) in June 2013.  The
Shaikan PSC does not appear to address expressly any party’s rights to this  pre-FDP
petroleum. The sales  were made  based on  sales contracts  with domestic  offtakers
which were approved  by the KRG.  The Group  believes that the  receipts from  these
sales of pre-FDP petroleum are  for the account of  the Contractor, rather than  the
KRG and accordingly recorded them as test  revenue in prior years. However, the  KRG
has requested a repayment of these amounts and the Group is involved in negotiations
to resolve this matter. The Group  has received external legal advice and  continues
to maintain that pre-FDP petroleum receipts  are for the account of the  Contractor.
This contingent liability forms part of  the Shaikan PSC amendment negotiations  and
it is likely that it will be resolved as part of those negotiations.

 

════════════════════════════════════════════════════════════════════════════════════

Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

════════════════════════════════════════════════════════════════════════════════════

   ISIN:          BMG4209G2077
   Category Code: MSCM
   TIDM:          GKP
   LEI Code:      213800QTAQOSSTNTPO15
   Sequence No.:  379576
   EQS News ID:   2103402


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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