Refinancing Transaction successfully completed

Tullow Oil plc

Refinancing Transaction successfully completed

27 April 2026 - Tullow Oil plc ("Tullow" or the "Company") is pleased to announce the successful completion of the refinancing transaction (the "Refinancing Transaction").

Ian Perks, Chief Executive Officer of Tullow, commented:

"The successful completion of this comprehensive refinancing agreement, supported by over 99% of bondholders and Glencore, is a significant achievement for Tullow. By extending maturities and reducing our cash interest payments, we have secured the financial foundation to execute our business plan and capture the full potential of our assets.

"We are grateful for the support of our bondholders and Glencore and look forward to continuing to work with them and all of our stakeholders going forward."

Refinancing Transaction summary

As part of the Refinancing Transaction, the Company or one of its subsidiaries: (i) launched a consent solicitation (the "Consent Solicitation") from Eligible Holders of its Existing Notes pursuant to a consent solicitation statement dated 25 March 2026 (the "Consent Solicitation Statement") to approve certain amendments and waivers to the indenture originally dated 17 May 2021 (as amended, restated and supplemented from time to time, including as amended and restated on 10 April 2026, the "Indenture") and the intercreditor agreement originally dated 6 May 2021, as amended, supplemented or otherwise modified from time to time (including as amended and restated on 11 November 2023 and 24 April 2026); (ii) redeemed $100 million of its Existing Notes at par plus accrued and unpaid interest; (iii) released the remaining Existing Notes (together with all obligations and liabilities thereunder); (iv) issued c. $1.185 billion senior secured notes due 2028 (the "New Notes") pursuant to the Indenture; (v) released all obligations and liabilities under its existing $400 million secured notes facility; (vi) issued c. $423 million of junior secured notes pursuant to a subscription agreement dated 24 April 2026; (vii) entered into a $100 million new super senior cargo prepayment facility; and (viii) issued $25 million of additional New Notes to Glencore pursuant to a private placement subscription agreement. The New Notes issued pursuant to Rule 144A under the Securities Act of 1933, as amended, (the "Securities Act") have been assigned ISIN US89941AAA07 and CUSIP 89941AAA0, and the New Notes issued pursuant to Regulation S under the Securities Act have been assigned ISIN USG9131AAA19 and CUSIP G9131AAA1.

As described in the Consent Solicitation Statement, the Implementation Deed entered into in connection with the Refinancing Transaction set out detailed and sequenced closing steps (the "Closing Steps") and mechanics to effect the Refinancing Transaction. The time at which all such Closing Steps have been completed, and the Refinancing Transaction fully implemented, is the "Transaction Effective Time". The Transaction Effective Time occurred today. As a result, the Lock-Up Agreement previously entered into with certain Noteholders and the NIF Noteholder has terminated in accordance with its terms. 

Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Consent Solicitation Statement.

Notes to editors

Tullow is an independent energy company committed to building a better future through the responsible oil and gas development of its core producing assets in Ghana. The Group is quoted on the London and Ghanaian stock exchanges (symbol: TLW). For further information, please refer to: www.tullowoil.com.

Follow Tullow on:

LinkedIn: www.linkedin.com/company/Tullow-Oil

X: www.X.com/TullowOilplc

Legal disclaimer

This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of Tullow or its affiliates. None of Tullow, the information and tabulation agent, the trustee or any other person makes any recommendation as to whether or not holders should deliver Consents. Each holder must make its own decision as to whether or not to deliver Consents.

The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or high value trusts etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA") in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). The Consent Solicitation Statement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons and will be engaged only with Relevant Persons.

The making of the Consent Solicitation may be restricted by the laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.

This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.

This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Group's or any of its affiliate's future financial position and results of operations, their strategy, plans, objectives, goals and targets, future developments in the markets in which they participate or are seeking to participate or anticipated regulatory changes in the markets in which they operate or intend to operate. In some cases, these forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "potential," "predict," "projected," "should," or "will" or the negative of such terms or other comparable terminology.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that the Group's or any of its affiliate's actual results of operations, financial condition and liquidity, and the development of the industries in which they operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Group's or any of its affiliate's results of operations, financial condition and liquidity, and the development of the industries in which they operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. The Company undertakes no obligation and does not intend to update these forward-looking statements.