Following the announcement on 24 March 2025, Tullow Oil plc (Tullow) is pleased to announce that Tullow Gabon Limited (the "Seller"), a wholly owned subsidiary of Tullow, has signed a sale and purchase agreement (SPA) with Gabon Oil Company (the "Purchaser") for the sale of 100% of the shares in Tullow's subsidiary, Tullow Oil Gabon S.A. (TOGSA), which holds all of Tullow's non-operated working interests in Gabon (the "Disposed Assets") for a total cash consideration of US$300 million net of tax (the "Transaction"), subject to customary adjustments.

Transaction highlights

   - Corporate sale of Tullow's entire Gabonese portfolio of assets, representing c.10 kbopd of 2025 production guidance and c.36 million barrels of 2P reserves (independently audited at year-end 2024).
   - The total cash consideration of US$300 million net of tax (subject to customary adjustments) due on Completion.
   - The conditions precedent to be met in advance of Completion of the Transaction include all necessary government and regulatory approvals.
   - Completion of the Transaction, satisfaction of conditions precedent and receipt of funds is expected around the middle of the year.

Richard Miller, Chief Financial Officer and Interim Chief Executive Officer, Tullow, commented:

"We continue to make strong progress towards completing this strategic, value accretive divestment of our Gabon assets, with the signing of the SPA. The proceeds, expected in the coming months, will materially reduce our net debt and strengthen our balance sheet, which positions us well as we look to optimise our capital structure."

"Looking ahead, the Transaction enables Tullow to continue to deliver against our business objectives to unlock value from our high-margin, self-funded assets to grow our reserve base and create value for all stakeholders."

Rationale for and expected benefits of the Transaction

   - Value accretive transaction that significantly reduces leverage, further strengthens Tullow's balance sheet and is in line with Tullow's strategy of focusing on high-margin, self-funded production with strong cash flows.
   - Positions the Group well to optimise its capital structure in 2025 and accelerate deleveraging.
   - Revised portfolio of assets will enable Tullow to leverage its technical skills and focus on more material positions in key fields to grow its reserve base.
   - Provides strong foundations for organic growth within the core portfolio and inorganic growth opportunities, with a focus on deepwater operated positions in West Africa.

Use of proceeds

Net proceeds from the Transaction will be used to strengthen Tullow's balance sheet by materially reducing Tullow's net debt and is therefore expected to reduce the risk associated with a holistic debt refinancing expected in 2025.

Information on the Disposed Assets

   - The Disposed Assets comprise all of Tullow's non-operated working interests in Gabon.
   - The total asset value subject to the Transaction is c.US$256 million (excluding outstanding intercompany balances) as at 31 December 2024 and the gross profit attributable to the Disposed Assets was c.US$119 million for the year ended 31 December 2024.
   - The Disposed Assets produced 9.6 kbopd in 2024 and had 36 million barrels of 2P reserves as of 31 December 2024.
   - Further information about the Disposed Assets is set out in Appendix I to this announcement and historical financial information relating to the Disposed Assets is set out in Appendix II to this announcement.

Effect of the Transaction on the Continuing Group

Financial impacts of the Transaction on Tullow are currently expected to be (based on financials as at 31 December 2024) as follows:

   - Reduction in pro forma gross profit of c.US$119 million.
   - Reduction in pro forma operating profit before tax of c.US$120 million (excluding the impact of one-off gains recognised on disposal of assets in 2024).
   - Reduction in pro forma total assets of c.US$256 million excluding outstanding intercompany balances at 31 December 2024.
   - Reduction in pro forma total liabilities of c.US$108 million excluding current tax liabilities at 31 December 2024, of which c.US$31 million was provision for decommissioning.
   - The net amount of the proceeds will be recognised in the Group's consolidated financial statements after Completion, including any associated financial impacts of the Transaction.

Following Completion, the Group will no longer receive the contribution that the Disposed Assets currently make to the Group's financial results. In the Group's forthcoming interim consolidated financial results for the six months ended 30 June 2025, the Disposed Assets will be presented as a disposal group held for sale and discontinued operations in accordance with IFRS 5 if Completion takes place by 30 June 2025. As a result, comparative financial information will be restated in the interim consolidated income statement for the six months ended 30 June 2024 to present the financial results for the Disposed Assets in the prior period as discontinued operations.

About Tullow

Tullow is an independent energy company that is building a better future through responsible oil and gas development in Africa. Tullow's operations are focused on its core producing assets in Ghana. Tullow is committed to becoming Net Zero on its Scope 1 and 2 emissions by 2030, with a Shared Prosperity strategy that delivers lasting socio-economic benefits for its host nations. The Group is quoted on the London and Ghanaian stock exchanges (symbol: TLW)