Tullow Oil plc

Tullow agrees to terminate the Royalty Deed and Back-in Rights in the Kenya Shares Purchase Agreement for $9 million additional consideration

13 July 2026 - Tullow Oil plc (Tullow) is pleased to announce that its wholly owned subsidiary, Tullow Overseas Holdings BV (TOHBV), has agreed to increase the consideration for the shares in Tullow Kenya B.V. sold to Auron Energy E&P Limited by a further $9 million. The Company has also agreed to terminate its rights to Kenyan royalty payments and back-in right with Gulf Energy Limited (Transaction).

Ian Perks, Chief Executive Officer of Tullow, commented:

"This transaction is another important step in our strategy to deliver value from our portfolio and strengthen the balance sheet. By accelerating the receipt of $9 million from the sale of the shares in Tullow Kenya B.V., we are securing near-term cash proceeds and simplifying our portfolio. It also demonstrates the continued momentum across the business as we deliver against our strategic priorities and maintain a disciplined approach to capital allocation."

Transaction structure

·      The Transaction is further to the Sale and Purchase Agreement (SPA) signed between TOHBV and Auron Energy E&P Limited, an affiliate of Gulf Energy Ltd, in July 2025 for the sale and purchase of 100% of the shares in Tullow Kenya BV, which consisted of:

§ Tranche A: $40 million payable on transaction completion (received 25 September 2025).

§ Tranche B: $40 million payable at the earlier of FDP approval or 30 June 2026 (received 9 March 2026).

§ Tranche C: $40 million payable no later than 30 June 2033, which remains payable to Tullow, subject to the following payment schedule:

-     Payments of $2 million per quarter starting in the third quarter of 2028, provided Dated Brent oil price averaged at least $65/bbl during the preceding quarter.

-     If $40 million in aggregate has not been paid by 30 June 2033, the remainder will be due as a bullet payment at that point irrespective of the prevailing oil price.

§ Royalty payment: In addition to the above, TOHBV will receive quarterly royalty payments of $0.5/bbl multiplied by 80% of total production, subject to oil price, resource and production related conditions to the extent that the Purchaser retains its interest in the Disposed Assets.

§ Back-in right: option for 30% participation in potential future development phases.

·      The Transaction announced today represents the termination of royalty payments and back-in rights; Tranche C is not affected by the Transaction and remains payable.

·      Proceeds from the Transaction will be used to strengthen Tullow's balance sheet.

·      Completion of the transaction and receipt of funds is expected not later than 17 July 2026.

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.

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