Acquisition

Tullow Oil PLC
04 May 2004

FOR IMMEDIATE RELEASE

                                                                      4 May 2004



(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)



                                 TULLOW OIL PLC

    OFFER FOR ENERGY AFRICA LIMITED, ACQUISITION OF EAGHL AND SHARE PLACING

                                   HIGHLIGHTS

•     On 26 March 2004 Tullow Oil plc ('Tullow' or the 'Company') announced that
      it was considering making an offer for the entire issued share capital of 
      Energy Africa Limited ('Energy Africa'), a South African based oil and gas
      exploration and production company

•     Tullow is now pleased to announce that it intends to make an offer for the
      entire issued share capital of Energy Africa (the 'Offer') for a total 
      consideration of US$500 million (approximately £280 million) payable in 
      Rand. Energy Africa Shareholders may elect to receive the whole or part of
      their consideration in the form of fully paid New Ordinary Shares

•     Tullow has received irrevocable undertakings to accept the Offer in 
      respect of, in aggregate, 93,618,435 Energy Africa Shares representing 
      90.52 per cent. of the issued share capital of Energy Africa. Of these 
      undertakings, Energy Africa Shareholders holding 26,163,520 Energy Africa 
      Shares representing 25.30 per cent. of the issued share capital of Energy 
      Africa have agreed to elect for fully paid New Ordinary Shares

•     The cash consideration under the Offer will be funded partly by new debt 
      facilities and partly by the issue to placees of 130,000,000 New Ordinary 
      Shares at a price of 95 pence per share (the 'Placing Price') to raise
      approximately £120 million (net of expenses) (the 'Placing'). The Placing 
      has been underwritten by Hoare Govett

•     Tullow also announces that it has entered into an agreement to acquire 
      from African Petroleum Investment Limited ('APIL') the 50 per cent. of 
      EAGHL, the incorporated joint venture between Energy Africa and APIL, 
      which is owned by APIL, for a consideration of US$70 million 
      (approximately £40 million) to be satisfied by the issue of 41,481,664 New
      Ordinary Shares, at the Placing Price

•     In addition, Tullow announced today its preliminary audited results for 
      the year ended 31 December 2003. At the time of the 26 March announcement,
      the Board considered that the acquisition of Energy Africa would be 
      classified as a reverse takeover of Tullow and therefore, in accordance 
      with the Listing Rules of the UK Listing Authority and the Irish Stock 
      Exchange, the listing of Tullow's shares was temporarily suspended. In 
      light of Tullow's results for the year ended 31 December 2003, the Energy 
      Africa Acquisition and the EAGHL Acquisition will not be classified as a 
      reverse takeover by Tullow under the Listing Rules of the UK Listing 
      Authority and the Irish Stock Exchange. Accordingly, the suspension of the
      listing of Tullow Shares is expected to be lifted at 7:30 am (London
      time) today following the announcements by the UK Listing Authority and 
      Irish Stock Exchange of the restoration of listing

•     The Board believes that the acquisition of Energy Africa and EAGHL will 
      create an Enlarged Group which will enjoy:
      -     enhanced size and stability, with approximately £170 million of 
            annual operating cashflow, combined production of approximately 
            54,000 boepd and proved plus probable reserves of 175 mmboe with a 
            total reserves life of over 10 years (on the basis of the latest 
            published accounts of each of Tullow and Energy Africa)

      -     an almost equal balance between oil and gas production and between 
            UK and international producing assets

      -     a wider and more extensive range of active exploration and 
            development programmes

      -     a clear strategy for Africa and a material long term presence in the
            UK

      -     an experienced management team with a complementary mix of operating
            and non-operating skills

•     The Board believes that the acquisition of Energy Africa is a transforming
      transaction for Tullow.

Commenting on the announcement, Aidan Heavey, Chief Executive of Tullow, said:

'The proposed acquisition of Energy Africa by Tullow will create a formidable
independent oil and gas company with core areas in West Africa and the UK. The
Enlarged Group will have production of over 50,000 boepd and exposure to an
exciting portfolio of international development and exploration projects. I look
forward to welcoming the Energy Africa team into the Tullow Group.'

Enquiries:
Tullow Oil plc                                                  020 7333 6800
Aidan Heavey                      Chief Executive
Tom Hickey                        Chief Financial Officer
Graham Martin                     General Counsel

ABN AMRO Corporate Finance Limited                              020 7678 8000
Richard Kent

Hoare Govett Limited                                            020 7678 8000
Andrew Osborne
Andrew Foster

Davy Corporate Finance Ltd                                      [phone]
Hugh McCutcheon
Citigate Dewe Rogerson                                          020 7638 9571
Martin Jackson

Murray Consultants Limited                                      + 353 1 498 0300
Joe Murray


Each of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd are acting for Tullow Oil plc and no one else in
connection with the matters referred to above and will not be responsible to
anyone other than Tullow Oil plc for providing the protections afforded to
clients of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd (as the case may be) nor for providing advice in relation
to the matters referred to above.

This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities.

The Offer is not being made in or into the United States.

These summary highlights should be read in conjunction with the full text of
this announcement. Terms used in this summary shall have the meaning given to
them in the Appendix to the full announcement.



FOR IMMEDIATE RELEASE

                                                                      4 May 2004



(Not for release, publication or distribution in or into the United States,
Canada Australia or Japan)



                                 TULLOW OIL PLC

    OFFER FOR ENERGY AFRICA LIMITED, ACQUISITION OF EAGHL AND SHARE PLACING


1.    Introduction

On 26 March 2004 the Company announced that it was considering making an offer
for the entire issued share capital of Energy Africa, a South African based oil
and gas exploration and production company whose shares are listed and traded on
the Johannesburg Stock Exchange and traded (in the form of GDSs) on the
Luxembourg Stock Exchange.


The Company is now pleased to announce:
•    that it intends to make the Offer for the entire issued share capital of 
     Energy Africa for a total consideration of US$500 million (approximately 
     £280 million) payable in Rand. Energy Africa Shareholders (excluding 
     residents of South Africa and certain other Energy Africa Shareholders) may
     elect to receive the whole or part of their consideration in the form of 
     fully paid New Ordinary Shares;

•    that it has received irrevocable undertakings to accept the Offer in 
     respect of, in aggregate, 93,618,435 Energy Africa shares representing 
     90.52 per cent. of the issued share capital of Energy Africa. Of these 
     undertakings, Energy Africa shareholders holding 26,163,520 Energy Africa 
     Shares representing 25.30 per cent. of the issued share capital of Energy 
     Africa have agreed to elect for fully paid New Ordinary Shares;

•    that it intends to raise approximately £120 million (net of expenses) by 
     way of the Placing. This issue to placees of 130,000,000 New Ordinary 
     Shares will be at the Placing Price (95p per Placing Share) and has been 
     underwritten by Hoare Govett. The net proceeds of the Placing will all be 
     applied to fund part of the cash consideration payable under the Offer;

•    that it has entered into an agreement to acquire from African Petroleum 
     Investment Limited ('APIL') the 50 per cent. of EAGHL, the incorporated 
     joint venture between Energy Africa and APIL, which is owned by APIL, for a
     consideration of US$70 million (approximately £40 million) to be satisfied 
     by the issue of 41,481,664 New Ordinary Shares, at the Placing Price. EAGHL
     is the holding company through which certain producing assets in Gabon are
     held;


The Company also announced separately today its preliminary audited results for
the year ended 31 December 2003. At the time of the first announcement, the
Board considered that the acquisition of Energy Africa would be classified as a
reverse takeover of Tullow and therefore, in accordance with the Listing Rules
of the UK Listing Authority and the Irish Stock Exchange, the listing of
Tullow's shares was temporarily suspended. In light of Tullow's results for the
year ended 31 December 2003 the Energy Africa Acquisition and the EAGHL
Acquisition will not be classified as a reverse takeover by Tullow under the
Listing Rules of the UK Listing Authority and the Irish Stock Exchange.
Accordingly, the suspension of the listing of Tullow Shares is expected to be
lifted at 7:30 am (London time) today following the announcements by the UK
Listing Authority and Irish Stock Exchange of the restoration of listing.

In view of the size of the Energy Africa Acquisition and the EAGHL Acquisition
in relation to Tullow, the Energy Africa Acquisition and the EAGHL Acquisition
are conditional, inter alia, upon the approval of Shareholders which is to be
sought at the EGM, as required by the Listing Rules.

The Placing is conditional, inter alia, upon the Offer becoming or being
declared wholly unconditional (other than as to Admission) and the passing of
the Resolution but not upon completion of the EAGHL Acquisition.

2.    The Offer

The Energy Africa Acquisition will be effected by means of the Offer by Tullow
to acquire the entire issued and to be issued share capital of Energy Africa.
Under the terms of the Offer, Energy Africa shareholders will receive:
   for each Energy Africa Share         the Rand equivalent of US$4.8346 in cash

As an alternative to receiving their consideration in cash, Energy Africa
Shareholders (excluding residents of South Africa and certain other Energy
Africa Shareholders) may elect to receive some or all of their consideration in
New Ordinary Shares on the following basis:
   for each Energy Africa Share         2.86493 New Ordinary Shares

Fractions of New Ordinary Shares will not be allotted or issued to holders of
Energy Africa Shares who accept the Offer but will be aggregated and sold in the
market and the proceeds retained for the benefit of the Enlarged Group.

The cash form of the Offer values each Energy Africa Share at US$4.8346 (£2.72)
and the whole of the issued share capital of Energy Africa at US$500 million
(approximately £280 million).

The Energy Africa Shares will be acquired under the Offer fully paid and free
from all liens, equities, charges, encumbrances and other interests and together
with all rights attaching to them on or after 31 March 2004, including the right
to receive all dividends declared, made or paid thereafter.

The New Ordinary Shares to be issued pursuant to the Offer will be issued
credited as fully paid and will rank pari passu in all respects with the
Existing Shares, including the right to receive and retain in full all future
dividends and distributions (if any) declared, made or paid after the date upon
which the Offer is declared or becomes unconditional in all respects but this
will not include the final dividend for the financial year ended 31 December
2003.

The New Ordinary Shares will be capable of being held in certificated or
uncertificated form. Pending the issue of definitive certificates for the
Existing Shares, transfers will be certified against the register. No temporary
documents of title in respect of the new Tullow Shares will be issued.

To determine the Rand equivalent of US$4.8346 per Energy Africa Share for the
purposes of the cash consideration under the Offer, US$4.8346 will be converted
to a Rand price on the basis of the mid market Rand/US$ rate at 4:00pm (London
time) as quoted by Reuters and published in the Financial Times on the day
following, averaged over seven business days preceding the Offer becoming or
being declared wholly unconditional.

The Offer is conditional, inter alia, upon Energy Africa Shareholders holding
not less than 90 per cent. (or such lesser percentage as Tullow may decide) of
the shares in Energy Africa accepting the Offer during the Offer Period, there
being no material adverse change to Energy Africa, the passing of the Resolution
and Admission of the New Ordinary Shares to the Official Lists.

An offer document addressed to Energy Africa Shareholders will be posted today.
The Offer is not being made in or into the United States.

3.    Irrevocable undertakings to accept the Offer

Engen Limited (Engen), owned as to 80 per cent. by Petronas International
Corporation Limited ('PICL'), controlled by Petroliam Nasional Berhad
('Petronas'), the Malaysian national oil and gas company, and as to 20 per cent.
by Worldwide African Investment Holdings, has irrevocably undertaken to accept
the cash consideration under the Offer in respect of, in aggregate, 58,461,627
Energy Africa Shares owned by it or in which it is interested, representing
approximately 56.53 per cent. of the existing share capital of Energy Africa.
This undertaking continues to be binding even in the event of a competing offer
for Energy Africa.

PICL, controlled by Petronas, is also a shareholder in Energy Africa. PICL has
irrevocably undertaken to accept the cash consideration under the Offer in
respect of, in aggregate 8,993,288 Energy Africa Shares owned by it or in which
it is interested, representing approximately 8.70 per cent. of the existing
share capital of Energy Africa. This undertaking continues to be binding even in
the event of a competing offer for Energy Africa.

Additionally, a number of other Energy Africa Shareholders have irrevocably
undertaken to accept New Ordinary Shares under the Offer in respect of, in
aggregate, 26,163,520 Energy Africa Shares owned by them or in which they are
interested, representing approximately 25.30 per cent. of the existing share
capital of Energy Africa. This undertaking continues to be binding even in the
event of a competing offer for Energy Africa.

In aggregate therefore, Tullow has received irrevocable undertakings to accept
the Offer in respect of a total of 93,618,435 Energy Africa Shares, representing
approximately 90.52 per cent. of the existing issued share capital of Energy
Africa where such undertakings to accept cash and New Ordinary Shares relate to
a total of 67,454,915 and 26,163,520 Energy Africa Shares respectively,
representing approximately 65.22 and 25.30 per cent. respectively of the
existing issued share capital of Energy Africa.

4.    The EAGHL Acquisition

The Company has entered into an agreement with APIL to acquire the 50 per cent.
of EAGHL, the incorporated joint venture between Energy Africa and APIL with
operations in Gabon, which is owned by APIL. The consideration for the
acquisition of this 50 per cent. interest is US$70 million, equivalent to
approximately £40 million, to be satisfied by the issue of 41,481,664 New
Ordinary Shares fully paid at the Placing Price. The EAGHL Acquisition is
conditional, inter alia, upon the Resolution being passed and the Offer becoming
or being declared wholly unconditional.

5.    Financing of the Acquisitions

The total consideration payable for Energy Africa under the Offer amounts to
US$500 million payable in Rand, equivalent to approximately £280 million, in
cash at US$4.8346 per Energy Africa Share or, under the share election, to be
satisfied by the issue of Tullow Shares. Under the terms of the share election,
Energy Africa Shareholders will receive 2.86493 New Ordinary Shares for each
Energy Africa Share they own.

Energy Africa Shareholders holding in aggregate 65.22 per cent. of the existing
issued share capital of Energy Africa have irrevocably undertaken to accept the
Offer for the cash consideration. Energy Africa Shareholders holding in
aggregate 25.30 per cent. of the existing issued share capital of Energy Africa
have irrevocably undertaken to accept the Offer and elect to receive Offer
Shares as consideration. Energy Africa Shareholders (excluding residents of
South Africa and certain other Energy Africa Shareholders) holding the remaining
9.48 per cent. of the existing issued share capital of Energy Africa are free to
accept the Offer and to elect to receive either cash or Offer Shares. To the
extent, however, that such Energy Africa Shareholders do not accept the Offer
and their shares are acquired compulsorily by Tullow under section 440K of the
South African Companies Act, the consideration for such Energy Africa Shares
will be in cash. Under section 440K of the South African Companies Act, an
offeror acquiring 90 per cent. of the shares to which the offer relates has the
right to acquire mandatorily the remaining outstanding shares.

Up to 103,044,039 Offer Shares will be issued by Tullow in satisfaction of the
consideration payable under the Offer. In order to finance part of the cash
consideration payable under the Offer, Tullow proposes to raise approximately
£120 million (net of expenses) by the issue of 130,000,000 Placing Shares for
cash at the Placing Price. The issue of the Placing Shares is fully
underwritten. The Placing is conditional, inter alia, upon the passing of the
Resolution, Admission and completion of the Offer but is not conditional upon
the EAGHL Acquisition.

Tullow has also entered into new bank facilities to finance its remaining
commitments to pay the cash consideration under the Offer. The Energy Africa
Acquisition will, in part, be funded by a revolving credit facility (the
Acquisition Credit Facility) of up to US$300,000,000. The Acquisition Credit
Facility will be arranged, underwritten and provided jointly by ABN AMRO Bank
N.V. and BNP Paribas SA and may be syndicated in the future. The Acquisition
Credit Facility will mature 18 months after the date of signing the facility
agreement.

The Offer shares, the EAGHL Consideration Shares and the Placing Shares will be
issued fully paid and will rank pari passu in all respects with the Existing
Shares, including the right to receive and retain all dividends and
distributions declared, made or paid after 4 May 2004 save for the final
dividend for the financial year ended 31 December 2003, to which they will not
be entitled.

6.    Information relating to Tullow

The Tullow Group, originally founded in 1985, is an independent oil and gas
exploration, development and production company with interests in the United
Kingdom, Cote d'Ivoire, Gabon, Cameroon, Pakistan, Bangladesh, India and
Romania. Tullow's strategy is to maintain and grow its production base in its
core areas through re-investment in exploration, development activities and
suitable acquisitions. In addition, Tullow seeks to maintain exposure to high
impact exploration activities in selected areas where discoveries have the
potential to be developed into a new core producing area.

7.    Information relating to Energy Africa

Energy Africa is a South African based oil and gas exploration and production
group with interests in nine countries on the African continent (Congo, Egypt,
Equatorial Guinea, Gabon, Mauritania, Morocco, Namibia, Senegal and Uganda) and
in the United Kingdom.

The Energy Africa Shares are listed and traded on the Johannesburg Stock
Exchange and traded (in the form of GDSs) on the Luxembourg Stock Exchange and
had a market capitalisation at the close of business on 29 April 2004 of R3,516
million, equivalent to approximately £288 million. Engen, a leading oil refining
and marketing company in Southern Africa, holds a 56.5 per cent. interest in
Energy Africa's issued share capital. Engen is owned as to 80 per cent. by PICL,
controlled by Petronas, the Malaysian national oil company, and as to 20 per
cent. by Worldwide African Investment Holdings. Petronas also directly owns an
8.7 per cent. interest in Energy Africa's issued share capital.

For the year ended 31 March 2003, the Energy Africa Group reported cash flow
from operations of US$126.3 million (equivalent to approximately £71.1 million),
profit before tax of approximately US$40.2 million (equivalent to approximately
£22.6 million) on turnover of US$184.5 million (equivalent to approximately
£103.9 million). As at 31 March 2003, the Energy Africa Group reported net
assets of US$195.7 million (equivalent to approximately £110.2 million).

The Energy Africa Group's reserves at 1 April 2004 may be summarised as follows:




                                            Proved and Probable Reserves (mmboe)

Equatorial Guinea*                                                        18.95

Gabon                                                                     11.12

Congo                                                                     18.16

UK                                                                        18.69

Sub-total                                                                 66.92

Northern Block G**                                                        29.48

Total                                                                     96.40

*     Excluding Northern Block G

**     Expected to be classified as proved and probably reserves following
approval of development plan.

Source: Scott Pickford Limited Competent Person's Report

Energy Africa is headquartered in Cape Town and historically has financed its
operations out of cashflow from production and debt facilities. The Energy
Africa portfolio comprises principally non-operated interests. However, certain
strategic interests (for example, the Kudu gas project in Namibia) are operated
by Energy Africa.

8.    Information relating to EAGHL

EAGHL is owned as to 50 per cent. by APIL and as to 50 per cent. by Energy
Africa Holdings Limited (EAHL). EAHL is a wholly owned subsidiary of Energy
Africa.

Pursuant to a shareholders' agreement, EAGHL is operated as a joint venture
between Energy Africa and APIL with Energy Africa having day to day management
control and with budgetary and other material decisions effectively requiring
unanimity.

For the year ended 31 December 2002, the EAGHL Group reported profit before tax
of US$50.3 million (equivalent to approximately £28.3 million) on turnover of
US$107.9 million (equivalent to approximately £60.7 million). As at 31 December
2002, the EAGHL Group reported net assets of US$117.3 million (equivalent to
approximately £66.0 million). For the year ended 31 March 2003, Energy Africa's
50 per cent. interest in the EAGHL Group contributed turnover of US$59.9 million
and net income of US$25.0 million to the Energy Africa Group's results for that
period.

By combining the Energy Africa indirect interest in these assets with the
indirect interest held by APIL, full control of such assets and associated
cashflows can be obtained, leading to increased flexibility in the management
and development of the assets and free access to the cash flow generated
therefrom.

Furthermore, the shareholder's agreement between EAHL and APIL contains
'change-of-control' provisions whereby one shareholder in EAGHL can acquire on
potentially favourable pricing terms the other shareholder's interest on a
change of control of the other. The acquisition by Tullow of Energy Africa would
be such a change of control of EAHL. Tullow considers that the Gabonese assets
of Energy Africa are a very important part of its portfolio and wishes to avoid
a forced sale by Energy Africa of such assets through the change of control
mechanism. In addition, Tullow considers that the acquisition of the additional
50 per cent. interest in APIL in such assets is of considerable long term
benefit to the Enlarged Group.

Tullow considers that the consideration paid for the EAGHL Acquisition fairly
reflects the value of the underlying assets, the value of EAGHL's rights to
acquire additional interests, the avoidance of the operation of the
change-of-control provisions and certain other corporate benefits which will be
available to the Enlarged Group once complete control of EAGHL is obtained.

9.    Background to and reasons for the Energy Africa Acquisition and the EAGHL 
      Acquisition and Enlarged Group Strategy

The strategy of Tullow is to build strong and secure cash flow from low risk
production acreage while applying discretionary funds to exploration territories
with high potential. Tullow's policy is to undertake its activities in a manner
that reflects a genuine concern for the environment and the health and safety of
all.

In the pursuit of this strategy Tullow has become increasingly focused on three
core areas: West Africa, the North Sea and South Asia. Material opportunities
for growth are currently seen as coming from West Africa and the North Sea.

Tullow has been active in West Africa since 1987 and since then has carried out
its strategy of growth by exploration, development and acquisition throughout
the region. The Espoir field in Cote d'Ivoire is Tullow's principal source of
international production. Tullow is currently implementing further development
and exploration programmes in this region, particularly in Cameroon and Gabon.
In the North Sea it has interests in a number of gas fields and related
infrastructure. Tullow's interests currently produce around 25,000 boepd (mainly
gas).

Energy Africa's activities are also focused mainly in West Africa and the North
Sea and it currently produces around 22,000 boepd, almost all of which is oil.
Energy Africa has a portfolio of assets at different stages of exploration,
development and production.

Although Tullow continues to see significant growth opportunities emanating from
its current business areas, the opportunity to combine its assets and operations
with Energy Africa presents, in the view of the Tullow Board, an opportunity to
create a strong pan-African independent oil and gas company with a material
presence in North Western Europe.

The EAGHL Acquisition will further strengthen the combined asset base and allow
greater flexibility in the management and development of assets and cash flows
in Gabon. The avoidance of the operation of the change-of-control provisions
described above is a further reason for the EAGHL Acquisition being made.

On the basis of the latest published accounts of each of Tullow and Energy
Africa, the Enlarged Group enjoys enhanced size and stability, with
approximately £170 million of annual operating cash flow, combined production of
approximately 54,000 boepd and proved plus probable reserves of 175 mmboe with a
total reserves life of over 10 years;

The Directors believe that the Enlarged Group will enjoy:

•    an almost equal balance between oil and gas production and between UK and 
     international producing assets;

•    a wider and more extensive range of active exploration and development 
     programmes;

•    a clear strategy for Africa and a material long term presence in the UK;

•    an experienced management team with a complementary mix of operating and 
     non-operating skills.


The Directors believe that the acquisition of Energy Africa is a transforming
transaction for Tullow.

10.     Current trading and prospects

Current trading of Tullow

Tullow announced today its results of the year to 31 December 2003. These
results show a turnover of £132.4 million, operating profit of £34.3 million and
cashflow from operating activities of £85.0 million. Since year end the Company
has continued to produce and sell gas in the UK and Pakistan and oil from the
Espoir field offshore Cote d'Ivoire. Espoir in particular continues to benefit
from strong oil pricing with sales during 2003 averaging more than US$27.50 per
barrel.

In addition to production activities, the Company has also continued to progress
its exploration and development interests and manage its portfolio. Wells have
been drilled in Bangladesh (where the first well of a three well programme was
plugged and abandoned in February 2004 and the second well identified potential
gas bearing zones which are still to be tested), Gabon (where no significant
hydrocarbons were found within the Topaze South-1 well) and the UK Southern
North Sea (where the Monroe well was successful). The Company has also farmed
out portions of its interests in Romania and Gabon.

Current trading of Energy Africa, including EAGHL

On 9 January, 2004, Energy Africa announced that it has signed an agreement with
Maurel & Prom, a French company listed on the Paris Stock Exchange, to acquire
an 11 per cent. interest in the M'Boundi Production Permit, onshore Congo.

The M'Boundi oil field commenced production in 2002 and produced approximately
9,500 bbl per day at the end of 2003. This level of production is expected to
increase substantially in 2004.

Under the agreement, Energy Africa paid US$50 million in cash for the 11 per
cent. interest in the Permit. In addition, a cash royalty of US$1.50 per barrel
will be payable, in the event that gross production exceeds 140 million barrels.
The economic date of the transaction is 1 January 2004.

The pro forma effect of this acquisition, had it been included in Energy
Africa's September 2003 interim report, on the net book value per share of
Energy Africa would not be significant. In future, the asset will be reflected
in Energy Africa's balance sheet at cost. Based on the oil production of the
M'Boundi field in the previous year and the current oil price, the pro forma
effect of this acquisition, had it been included in Energy Africa's September
2003 interim report, on Energy Africa's earnings and headline earnings per share
would not be significant. However, this asset is expected to contribute
positively to Energy Africa's future cash flow and earnings.

Prospects for the Enlarged Group

The Directors of Tullow are confident in the prospects for the Enlarged Group
and that, as a result of the platform created through the Energy Africa
Acquisition and the EAGHL Acquisition, the Enlarged Group should be well
positioned to drive business performance in the coming financial year and
beyond.

11.     Extraordinary General Meeting

In view of their respective sizes in relation to Tullow, the Energy Africa
Acquisition and the EAGHL Acquisition, under the Listing Rules, require the
approval of Tullow Shareholders in General Meeting. A notice convening an
Extraordinary General Meeting for 27 May 2004 to be held at Armourers Hall, 81
Coleman Street, London EC2R 5BJ will accompany the Circular to Shareholders.

The Special Resolution set out in the Notice of the Extraordinary General
Meeting is in four parts.

Part (a) of the Special Resolution approves the Offer by Tullow for Energy
Africa and authorises the Directors to do all such things as they consider
necessary or appropriate in connection with the Offer.

Part (b) of the Special Resolution approves the EAGHL Acquisition and authorises
the Directors to do all such things as they consider necessary or appropriate in
connection with the EAGHL Acquisition.

Part (c) of the Special Resolution conditionally authorises the allotment of
relevant securities up to a nominal value of £49,198,000 representing 130.21 per
cent. of the Company's issued share capital at the date of this document. This
will allow the Directors to issue the New Ordinary Shares pursuant to the Offer,
the Placing and the EAGHL Acquisition and the authority will be in substitution
for the Directors' existing authority to allot relevant securities. The
authority will expire (unless otherwise renewed, varied or revoked by Tullow in
general meeting) on 26 May 2009. Part (c) of the Special Resolution is
conditional on the Offer becoming or being declared unconditional in all
respects (other than in respect of any conditions relating to the admission of
the New Ordinary Shares to the Official Lists or to trading becoming effective).

Following completion of the Issue (assuming full election for the share
alternative under the Offer other than by those who have irrevocably undertaken
to receive cash), the Directors would have authority to allot approximately
£21,745,597 of relevant securities (representing approximately 217,455,970
Tullow Shares) which would represent approximately 33.33 per cent. of the issued
share capital in issue following such allotment.

Part (d) of the Special Resolution disapplies the statutory pre-emption rights
in relation to the allotment for cash of New Ordinary Shares (pursuant to the
authority conferred by Part (c)) in connection with the Placing and in addition
in connection with rights issues and otherwise for cash up to an aggregate
nominal amount of £3,261,800. This amount represents approximately five per
cent. of the ordinary share capital of Tullow in issue following completion of
the Offer (assuming full election for the share alternative under the Offer
other than by those who have irrevocably undertaken to accept cash), the Placing
and the EAGHL Acquisition. This power, which is in place of all existing powers,
will expire on 26 August 2005. Part (d) of the Special Resolution is conditional
on the Offer becoming or being declared unconditional in all respects (other
than in respect of any conditions relating to the admission of the New Ordinary
Shares to the Official Lists or to trading becoming effective). The Directors
will not (without the prior approval of shareholders in general meeting) use
their authority to allot equity securities for cash in respect of New Ordinary
Shares representing more than five per cent. of the issued share capital
following implementation of the Offer, the Placing and the EAGHL Acquisition.

In each case Tullow may make an offer or agreement prior to the expiry of these
powers which would or might require relevant securities to be allotted after
their expiry and the Directors may allot relevant securities in pursuance of
that offer or agreement as if the relevant powers had not expired.

The Directors have no present intention of issuing any part of the unused
authorised share capital, other than in connection with the Offer, the Placing,
the EAGHL Acquisition or for the purposes of the Tullow Executive Share Option
Schemes, nor will any issue which would effectively alter the control of Tullow
be made without the prior approval of Tullow shareholders in general meeting.

12.      Documentation

The Listing Particulars and Circular setting out the full details of the Offer,
together with the Form of Proxy, will be posted today.

An offer document addressed to Energy Africa Shareholders will also be posted
today.

Enquiries:
Tullow Oil plc                                                  020 7333 6800
Aidan Heavey                      Chief Executive
Tom Hickey                        Chief Financial Officer
Graham Martin                     General Counsel

ABN AMRO Corporate Finance Limited                              020 7678 8000
Richard Kent

Hoare Govett Limited                                            020 7678 8000
Andrew Osborne
Andrew Foster

Davy Corporate Finance Ltd                                      [phone]
Hugh McCutcheon

Citigate Dewe Rogerson                                          020 7638 9571
Martin Jackson

Murray Consultants Limited                                      + 353 1 498 0300
Joe Murray


Each of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd are acting for Tullow Oil plc and no one else in
connection with the matters referred to above and will not be responsible to
anyone other than Tullow Oil plc for providing the protections afforded to
clients of ABN AMRO Corporate Finance Limited, Hoare Govett Limited and Davy
Corporate Finance Ltd (as the case may be) nor for providing advice in relation
to the matters referred to above.

This announcement does not constitute an offer to sell or the solicitation of an
offer to purchase or subscribe for any securities.

The Offer is not being made in or into the United States.



                                    APPENDIX

                       DEFINITIONS AND GLOSSARY OF TERMS

                                  DEFINITIONS

The following definitions apply throughout this document, unless the context
otherwise requires:
'ABN AMRO'                        ABN AMRO Corporate Finance Limited of 250 Bishopsgate, London EC2M 4AA

'Admission'                       the admission of the New Ordinary Shares (or, where the content so requires, of the
                                  Placing Shares and/or the Offer Shares and/or the EAGHL Consideration Shares) to the
                                  Official Lists and to trading on the market for listed securities of the London Stock
                                  Exchange (in accordance with the Admission and Disclosure Standards) becoming
                                  effective in accordance with the Listing Rules

'APIL'                            African Petroleum Investment Limited

'Board' or 'Directors'            the directors of the Company

'Circular'                        the circular dated 4 May 2004 sent to the Shareholders in connection with the Offer
                                  and the EAGHL Acquisition

'Company'                         Tullow Oil plc

'Davy'                            J & E Davy, an unlimited company, trading under its registered name, Davy, registered
                                  in Ireland with number 106680 having its registered office at Davy House, 49 Dawson
                                  Street, Dublin 2, Ireland

'EAGHL'                           Energy Africa Gabon Holdings Limited

'EAGHL Acquisition'               the proposed acquisition by Tullow from APIL of the shares in EAGHL held by APIL

'EAGHL Consideration Shares'      Up to 41,481,664 Ordinary Shares to be allotted pursuant to the EAGHL Acquisition
                                  Agreement

'EAGHL Group'                     EAGHL and its subsidiaries

'EAHL'                            a wholly owned subsidiary of Energy Africa

'Energy Africa'                   Energy Africa Limited

'Energy Africa Acquisition'       the proposed acquisition of Energy Africa pursuant to the Offer

'Energy Africa Group'             Energy Africa and its subsidiaries

'Energy Africa Shareholders'      holders of Energy Africa Shares

'Energy Africa Shares'            the existing unconditionally allotted or issued and fully paid ordinary shares of
                                  R0.10 (ten cents) each in the capital of Energy Africa and any further such shares
                                  which are issued or unconditionally allotted and fully paid (or credited as fully
                                  paid) after the date hereof and prior to the date on which the Offer closes (or such
                                  earlier date, not being earlier than the date on which the Offer becomes unconditional
                                  as to acceptances or, if later, the First Closing Date, as Tullow may, subject to the
                                  SA Takeover Code, decide

'Engen'                           Engen Limited of Engen Court, Thiboult Square, PO Box 35, Cape Town 9000, Republic of
                                  South Africa

'Enlarged Group'                  the Tullow Group as enlarged by the Energy Africa Group following completion of the
                                  Energy Africa Acquisition and by EAGHL pursuant to the EAGHL Acquisition

'Existing Shares'                 the Ordinary Shares in issue at the date of this document

'Extraordinary General Meeting'   the extraordinary general meeting of the Company, notice for which is contained in the
or 'EGM'                          Circular, convened for 11:00 am on 27 May 2004 at Armourers Hall, 81 Coleman Street,
                                  London EC2R 5BJ and at any adjournment thereof at which the Resolution will be
                                  proposed

'GDS'                             Global Depositary Shares

'Hoare Govett'                    Hoare Govett Limited

'Irish Stock Exchange'            The Irish Stock Exchange Limited

'Issue'                           the Placing, the issue of Offer Shares and the issue of EAGHL Consideration Shares

'Listing Rules'                   the listing rules of the UK Listing Authority (as amended from time to time) made
                                  pursuant to section 74 of the Financial Services and Markets Act and the Irish Listing
                                  Rules

'London Stock Exchange'           London Stock Exchange plc

'New Ordinary Shares' or 'New     up to 274,526,013 Ordinary Shares to be allotted pursuant to the Issue
Shares'

'Offer'                           the offer to be made by the Company for the Energy Africa Shares set out in the Offer
                                  Document and, where the context so requires, any subsequent revision, variation,
                                  extension or renewal of such offer

'Offer Document'                  the offer document addressed to Energy Africa Shareholders dated 4 May 2004

'Official Lists'                  the official list of the UK Listing Authority and the official list of the Irish Stock
                                  Exchange

'Offer Period'                    the period from the date of this document up to and including the date upon which the
                                  Offer is declared or becomes unconditional in all respects or, if earlier, the date
                                  upon which the Offer lapses or is withdrawn

'Offer Shares'                    up to 103,044,349 Ordinary Shares to be allotted pursuant to the Offer

'Ordinary Shares', 'Shares' or    ordinary shares of 10 pence each in the capital of the Company
'Tullow Shares'

'PICL'                            Petronas International Corporation Limited of Unit Level 13(E), Main Office Tower,
                                  Financial Park Labuan, Jalan Merdeka, 87000 Labuan Federal Territory, Malaysia

'Placing'                         the conditional placing of 130,000,000 Ordinary Shares by Hoare Govett on the terms of
                                  the Underwriting and Sponsor's Agreement

'Placing Price'                   95 pence per Placing Share

'Placing Shares'                  130,000,000 Ordinary Shares to be allotted pursuant to the Placing

'Regulations'                     the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) of the United
                                  Kingdom, as amended

'Resolution'                      means the resolution to be proposed at the EGM, as set out in the notice of EGM
                                  contained in the Circular

'Shareholders'                    the holders of Ordinary Shares

'South Africa'                    the Republic of South Africa

'South African Companies Act'     the Companies Act of South Africa, No 61 of 1973, as amended

'UK Listing Authority' or 'UKLA'  the FSA acting in its capacity as the competent authority for the purposes of Part VI
                                  of the Financial Services and Markets Act including where the context so permits, any
                                  committee, employee, officer or servant to whom any function of the UK Listing
                                  Authority may for the time being be delegated

'Tullow', 'Group' or 'Tullow      the Company and its subsidiaries
Group'

'uncertificated' or 'in           recorded on the relevant register of the share or security concerned as being held in
uncertificated form'              uncertificated form in CREST, the title to which, by virtue of the Regulations may be
                                  transferred by means of CREST

'Underwriters'                    Hoare Govett acting in its capacity as underwriters of the Placing

'Underwriting and Sponsor's       the underwriting and sponsor's agreement dated 4 May 2004 between the Company and
Agreement'                        Hoare Govett relating to the Placing

'United Kingdom' or 'UK'          the United Kingdom of Great Britain and Northern Ireland

'United States' or 'US'           the United States of America, its territories and possessions


In this document all references to '£', 'pence' and 'sterling' are to the lawful
currency of the United Kingdom; all references to 'euro' and '€' are to the
lawful currency of member states of the European Union that have adopted the
single currency in accordance with the Treaty establishing the European
Community as amended by the Treaty on European Union; all references to
'dollars', 'US$' and '$' are to the lawful currency of the United States; and
all references to 'Rand' and 'ZAR' are to the lawful currency of the Republic of
South Africa. Unless otherwise stated in this document, the exchange rate of
$1.776308 : £1 and ZAR 12.22055 : £1 have been used.



GLOSSARY OF TERMS
'bbl'                             barrel(s)

'boepd'                           barrels of oil equivalent produced per day

'mmboe'                           million barrels of oil equivalent

'probable reserves'               those reserves which are not yet proven but which are the available evidence and
                                  taking into account technical and economic factors have a better than 50 per cent.
                                  chance of being produced

'Reserves'                        potential volume of hydrocarbon that could be commercially produced from a field. Note
                                  that all reserves presented in this report are conceptual. Formal reserves cannot be
                                  attributed to the prospects at this stage of exploration since the existence of
                                  commercially developable hydrocarbon accumulations is conceptual. In all of the
                                  prospects there is uncertainty about reservoir presence and quality, hydrocarbon
                                  presence and, on the assumption that hydrocarbons are found, their type and the
                                  potential well deliverability



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