Tullow Oil on 24 March 2025, signed a binding heads of terms agreement with Gabon Oil Company for the sale of Tullow Oil Gabon SA, which holds 100% of Tullow’s working interests in Gabon for cash consideration of $300 million net of tax.

This disposal of a portfolio of non-core assets is accretive to both equity and leverage and accelerates the deleveraging process as referred to in our January Trading Statement and Operational Update.

This Transaction will constitute a significant transaction for the purposes of UKLR 7 of the UK Listing Rules (as came into effect on 29 July 2024). Further announcements will be made in due course upon full form transaction documentation being entered into by the parties.

Tullow Gabon, a wholly owned subsidiary of Tullow Oil, has signed a sale and purchase agreement (SPA) with Gabon Oil Company 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 for a total cash consideration of US$300 million net of tax, 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.
• Effective date for the Transaction is 1 January 2025.
• On a pro forma basis the Transaction will reduce Tullow’s net debt to $1.15 billion, as of the effective date.
• 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.
• Conditions precedent for the completion of the Transaction include all necessary approvals (including from government ministries), CEMAC Competition Commission approval and Tullow’s processing of the 2024 dividend in compliance with Gabonese requirements.
• Completion of the Transaction and receipt of funds is expected around the middle of 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.”