Recommended Offer for Hardman

Tullow Oil PLC
25 September 2006

Not for release, publication or distribution in whole or in part, in, into or
from Canada or Japan




Recommended Proposal

for the acquisition of

Hardman Resources Limited

by

Tullow Oil plc

by way of scheme of arrangement


25 September 2006 - Tullow Oil plc ('Tullow'), headquartered in London and
listed on the London and Irish Stock Exchanges, is one of the largest
independent oil and gas exploration and production companies in Europe with a
diverse portfolio of licences in 17 countries.


Tullow is pleased to announce that it has today reached agreement with the Board
of Hardman Resources on the terms of a recommended scheme of arrangement to
acquire all of the issued and to be issued ordinary shares in Hardman Resources
(the 'Scheme').



Highlights

•    The terms of the Scheme values the entire issued and to be issued share 
     capital of Hardman Resources at A$1.47 billion (approximately £581 million
     / US$1.1 billion).

•    The terms include a share alternative, subject to a maximum of 65 million 
     New Tullow Shares being issued.

•    The Scheme is expected to complete at the latest in early January 2007.

•    The cash consideration under the offer will be funded by new debt 
     facilities provided by Bank of Scotland Corporate.



The Board of Tullow believes that the acquisition of Hardman Resources
significantly enhances Tullow's portfolio and delivers further key opportunities
and strategic positions.  In particular, the Acquisition:

•    increases production by 6,000 boepd and 2P commercial and contingent
     reserves by 30 per cent.;

•    delivers a material full cycle business in Mauritania;

•    establishes operational control in the Albertine basin, Uganda;

•    doubles Tullow's prospective acreage position;

•    adds 16 exploration wells to the 2006/07 campaign; and

•    builds on Tullow's successful acquisition track record.


Commenting today, Pat Plunkett, Chairman of Tullow, said:

'The acquisition of Hardman Resources is an excellent strategic fit with
Tullow's production, development and exploration activities. The Hardman
Resources team has built up a business with exposure to high-impact assets and
this, combined with Tullow's existing portfolio, financial strength and
execution capability, creates an outstanding platform for continued growth.  We
believe that the terms of the transaction are attractive for the shareholders of
both Tullow and Hardman Resources and we look forward to the successful
completion of the Scheme.'



Presentation, Webcast and Conference Calls

Analysts are invited to a presentation in London at the Merrill Lynch Financial
Centre at 2 King Edward Street, London, EC1A 1HQ beginning at 10.00 a.m. (London
time) today.  Those attending should arrive at 9.30 a.m. for a 10.00 a.m. start.
For those who are unable to attend in person, the presentation can be viewed
live and subsequently by archive via webcast at: http://www.tullowoil.com.
There is also a conference call facility.  Access restrictions will apply to
analysts in or from Canada and Japan. A US conference call will be scheduled in
the afternoon and details will be available shortly via the website.



Live Event                                                  Replay Facility available from 1 pm
UK Participants             020 7138 0828                   UK Participants                     020 7806 1970
Irish Participants          01 655 0485                     Irish Participants                  01 659 8321
Other Participants          [phone]                Other Participants                  [phone]
                                                            Access Code                         3443974#

Enquiries:


Tullow Oil plc               Merrill Lynch                  Citigate Dewe Rogerson              Cosway Australia

+ 44 (0) 20 8996 1000        [phone]           [phone]                [phone]
Aidan Heavey, CEO            Simon Mackenzie-Smith          Martin Jackson                      John Hurst
Tom Hickey, CFO              Kevin Smith                                                        Mark Rudder
Graham Martin, GC            Andrew Osborne
                             Russell Alton

                             [phone]
                             Matthew Stubbs (Sydney)


Merrill Lynch is acting as financial adviser and corporate broker to Tullow and
is acting for no-one else in connection with the Acquisition and will not be
responsible to anyone other than Tullow for providing the protections afforded
to customers of Merrill Lynch or for providing advice in connection with the
Acquisition and the listing of the New Tullow Shares or the contents of this
announcement or any other matter referred to herein.


The availability of New Tullow Shares under the Scheme to persons not resident
in Australia, the United Kingdom or the United States may be affected by the
laws of the relevant jurisdictions.  Such persons should inform themselves about
and observe any applicable requirements of those jurisdictions.


This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities.  Any response in relation to the
proposals referred to in this announcement should be made only on the basis of
the information contained in the Scheme Document or any document by which such
proposals are effected.



Note to US Shareholders in Hardman Resources

The Scheme is in respect of the securities of a foreign company.  The Scheme is
subject to the disclosure requirements of a foreign country that are different
from those of the United States. Financial statements included in the document,
if any, have been prepared in accordance with foreign accounting standards that
may not be comparable to the financial statements of United States companies. It
may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a
foreign country and some or all of its officers and directors may be residents
of a foreign country.


You may not be able to sue a foreign company or its officers or directors in a
foreign court for violations of US securities laws. It may be difficult to
compel a foreign company and its affiliates to subject themselves to a US
court's judgement.  You should be aware that the issuer may purchase securities
otherwise than under the Scheme, such as in open market or privately negotiated
purchases.



This summary should be read in conjunction with the full text of this
announcement.



Recommended Proposal for the acquisition of Hardman Resources Limited by Tullow
Oil plc



1. Introduction


The Board of Tullow is pleased to announce that it has today reached agreement
with the Board of Hardman Resources on the terms of a recommended scheme of
arrangement to acquire the entire issued and to be issued share capital of
Hardman Resources.


The terms of the Scheme value the entire issued and to be issued share capital
of Hardman Resources at A$1.47 billion (approximately £581 million / US$1.1
billion). The terms include a share alternative, subject to a maximum of 65
million New Tullow Shares being issued.


2. Information on Hardman Resources


Hardman Resources is an Australian headquartered oil and gas exploration and
production company listed on the Australian Stock Exchange and on the
Alternative Investment Market of the London Stock Exchange.  Hardman Resources
has projects in six countries including a major presence in the new-found
petroleum province offshore Mauritania, West Africa, that includes the producing
Chinguetti oil field.  Hardman Resources is also the operator and holds a 50 per
cent. interest in Block 2, Uganda, where Tullow holds the remaining 50 per cent.
and where three successful exploration wells leading to oil discoveries have
been drilled in 2006.  In addition, Hardman Resources has exploration interests
in Tanzania, Suriname, Guyane and the Falkland Islands.  For the six months
ended 30 June 2006, Hardman Resources reported profits before tax of A$31.1
million and net assets as at that date of A$542.0 million.


3. The Scheme


Under the terms of the Scheme, Hardman Resources shareholders will receive:

  for each Hardman Resources Share      A$2.02

To provide Hardman Resources shareholders the opportunity to participate in the
future of the enlarged group, Hardman Resources shareholders may elect to
receive all or part of the consideration in New Tullow Shares on the following
basis:

   for each Hardman Resources Share      0.222890 New Tullow Shares

subject to a maximum of, in aggregate, 65 million New Tullow Shares being
issued, representing approximately 10 per cent. of Tullow's issued share
capital. Elections for New Tullow Shares will be scaled back in the event that
the aggregate of all elections received would result in more than 65 million New
Tullow Shares being issued.  Any scaling back will be pro rata to the size of
elections made.


The New Tullow Shares to be issued pursuant to the Scheme will be issued
credited as fully paid and will rank pari passu in all respects with 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
Scheme is approved by the relevant court. Admission of the New Tullow Shares to
the Official List of the UK Listing Authority and to trading on the London Stock
Exchange is expected to take place in January 2007.  The New Tullow Shares will
not be listed on ASX.


For the Scheme Meeting to be successful, it must be approved by a majority in
number of the Hardman Resources Shareholders who vote at the Scheme Meeting (in
person or by proxy) representing at least 75 per cent. of the total number of
shares voted at the Scheme Meeting (in person or by proxy).


4. Background to and reasons for the Acquisition

The Board of Tullow believes that the acquisition of Hardman Resources
significantly enhances Tullow's portfolio and further delivers key opportunities
and strategic positions.  In particular, the Acquisition:

•    increases production by 6,000 boepd and 2P commercial and contingent
     reserves by 30 per cent;

•    delivers a material full cycle business in Mauritania;

•    establishes operational control in the Albertine basin, Uganda;

•    doubles Tullow's prospective acreage position;

•    adds 16 exploration wells to the 2006/07 campaign; and

•    builds on Tullow's successful acquisition track record.


The Acquisition provides material additions to Tullow's production, development
and exploration activities through the acquisition of a 19 per cent. interest in
the producing Chinguetti field which is expected to add approximately 6,000
boepd to Tullow's hydrocarbon production immediately, as well as material
undeveloped oil and gas discoveries in Mauritania, including the Tiof and Tevet
fields and future gas potential. Based on public data, Tullow estimates that the
Acquisition adds an additional 105 mmboe of 2P commercial and contingent
reserves with significant upside potential.


The Acquisition enhances Tullow's exploration portfolio, doubling Tullow's
prospective acreage position and adding 16 incremental exploration wells in four
countries allowing Tullow to leverage its existing geological expertise in both
proven hydrocarbon provinces and new basins in frontier geographies. In the
short term, the most material activities are likely to be undertaken in Uganda
and Mauritania.


Through their joint activities in Uganda, which have to date yielded three
successful exploration wells, Hardman Resources and Tullow have formed an
effective working relationship focused on the optimal long term development of
the Albertine basin. The Acquisition increases Tullow's interest in the high
potential Block 2 to 100 per cent., as well as providing control of the
exploration campaign.


In Mauritania, where Tullow and Hardman Resources are already co-venturers on
Block 2, the Acquisition will extend Tullow's presence to eight contiguous
blocks covering 58,500 sq km. These blocks contain a number of existing
discoveries and potential developments and three further exploration wells are
planned over the next 12 months.


The enlarged Group will have over 110 licences spread across 21 countries, with
Africa accounting for over 45 per cent. of the total.

5. Financing of the Acquisition

The maximum cash consideration payable under the Scheme is A$1.47 billion
(approximately £581 million / US$1.1 billion). Tullow has arranged new debt
facilities with Bank of Scotland Corporate to provide funding on the basis of
full acceptance of the cash consideration by Hardman Resources Shareholders. The
terms of these facilities, including the conditions to drawdown, will be
described in the Scheme Document. Tullow's ongoing business is comfortably
funded from operational cashflows.

6. Scheme Implementation Agreement

Tullow and Hardman Resources have entered into the Scheme Implementation
Agreement which contains a number of conditions precedent in relation to the
Scheme including court approval, Hardman Resources Shareholder approval, Foreign
Investment Review Board approval in Australia and no material adverse change or
prescribed occurrences occurring in respect of Hardman Resources.


Under the Scheme Implementation Agreement, Hardman Resources has agreed that it
will not participate in discussions with any other party in respect of an
alternative offer nor solicit, directly or indirectly, any alternative offer
from any other party, unless to not respond would be in breach of fiduciary
duties owed by any Hardman Resources Director or would otherwise be unlawful.
Hardman Resources has also agreed, in certain circumstances, to pay Tullow a
break fee of approximately A$14.7 million.


Further details of the Scheme Implementation Agreement are set out in Appendix I
to this announcement.




Appendix I

Summary details of the Scheme Implementation Agreement

Hardman Resources and Tullow have entered into the Scheme Implementation
Agreement dated 25 September 2006 ('SIA') in relation to the Scheme.



The SIA sets out the obligations of Hardman Resources and Tullow in relation to
the Scheme. A copy of the SIA will be set out in the Scheme Document that is to
be provided to Hardman Resources Shareholders prior to the Scheme Meeting. A
summary of some of the key terms of the SIA is set out below.


Conditions Precedent


Implementation of the Scheme is subject to a number of conditions precedent
which must be satisfied before the Second Court Date, including the following:


Regulatory Approvals: Australian Foreign Investment Review Board approval.


Shareholder Approval: Hardman Resources Shareholders approving the Scheme at a
general meeting. The resolution for the Scheme must be passed by a majority in
number of the shareholders present and voting (in person or by proxy), whose
votes represent at least 75 per cent. of the total votes cast at the meeting.


Restraints: there being no temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other
material legal restraint or prohibition preventing the transaction from
proceeding.


Hardman Resources Material Adverse Change: there being no one or more changes,
events, occurrences or matters which (whether individually or when aggregated
with all such changes, events, occurrences or matters of a like kind) has had or
is likely to have:

•    the effect of a diminution in the consolidated net assets of the Hardman 
     Resources Group, taken as a whole (calculated on the basis of AIFRS), of
     at least A$50,000,000 when compared to the consolidated net assets of the
     Hardman Resources Group as shown in Hardman Resources' Interim Report as at
     30 June 2006; or

•    the result that Hardman Resources is unable to carry on its business
     in substantially the same manner as it is currently carried on,

in either case, other than as a consequence of:

•    changes in oil prices or currency exchange rates; or

•    any revision to the estimated oil reserves of the Chinguetti oil field
     that is not materially different to that previously announced by Hardman
     Resources on 23 August 2006; or

•    write-offs of exploration costs in the ordinary course of business or the 
     incurring of depreciation charges in the ordinary course of business; or

•    losses covered by insurance which Hardman Resources' insurer has agreed in 
     writing to pay.


Hardman Resources Prescribed Occurrence: there being no 'Hardman Resources
Prescribed Occurrence' (which include the events listed in Section 652C of the
Corporations Act, certain corporate restructures, material acquisitions,
disposals, restraints, financial encumbrances and financial commitments, related
party transactions, hedging and insolvency events) by Hardman Resources, and, in
certain circumstances, its subsidiaries.


Tullow Prescribed Occurrence: there being no 'Tullow Prescribed Occurrence'
which includes certain capital restructures and insolvency events in respect of
Tullow.


Court Approval: the Court approving the Scheme.


No-Talk, No-Shop and change in recommendation

Under the SIA, Hardman Resources has agreed that from the date of the SIA until
its termination or the end date:


No Talk: it must ensure that neither it nor any of its subsidiaries, nor any of
their respective directors, employees, officers or agents (including for the
avoidance of doubt any Financial Advisers) directly or indirectly participate in
any negotiations or discussions, provide or make available any information
(including by way of providing information and access to perform due diligence),
or communicate any intention to do any of these things, in respect of or in
response to any expression of interest, offer or proposal by any person in
relation to any Competing Transaction.


No Shop: it must ensure that neither it nor any of its subsidiaries, nor any of
their respective directors, employees, officers or agents (including for the
avoidance of doubt any Financial Advisers) directly or indirectly solicit,
encourage (including by way of providing information concerning Hardman
Resources to any person), initiate or communicate any intention to do any of
these things, in respect of or in response to any expression of interest, offer
or proposal by any person in relation to any Competing Transaction.


Fiduciary Carve Out: nothing in the No Shop or No Talk provisions prevents
Hardman Resources from undertaking an act otherwise prohibited by the No Talk
provision if not undertaking that act would, in the written opinion of a Queen's
Counsel or Senior Counsel, involve a breach of the fiduciary duties owed by any
Hardman Resources director or would otherwise be unlawful. Prior to undertaking
an act otherwise prohibited by the No Talk provision, that is permitted by the
fiduciary carve out Hardman Resources:

•    must obtain, and provide Tullow with a copy of, the written Queen's
     Counsel or Senior Counsel's legal opinion; and

•    must not, and ensure that none of its Representatives undertake any such 
     prohibited act until the end of the next Business Day after the provision
     of the written Queen's Counsel's or Senior Counsel's legal opinion.


Notification of Approaches: During the No-Shop Period, Hardman Resources must
notify Tullow immediately if it, or any of its Representatives becomes aware of
any:

•    negotiations or discussions;

•    approach or attempt to initiate any negotiations or discussions; or

•    intention to make such an approach or attempt to initiate any negotiations 
     or discussions,

in respect of any expression of interest, offer or proposal of a kind referred
to in the paragraphs above and prior to doing a prohibited act (which act is
only permitted to be undertaken pursuant to the fiduciary carve out mechanism
set out above) Hardman Resources must immediately provide in writing to Tullow
the identity of the relevant person or persons and details of such expression of
interest, offer or proposal (including copies of, and updates in relation to,
any expressions of interest, offer or proposals).



Change of Recommendation



Hardman Resources must notify Tullow three Business Days prior to announcing any
change in recommendation and must consult with Tullow in good faith for those
three days to consider if the recommendation in place at that time can be
reinstated



Reimbursement Fee: Hardman Resources has agreed to pay a reimbursement fee to
Tullow, equal to A$14,711,694 if:

•    the Hardman Resources Board withdraws or modifies its recommendation
     that Hardman Resources Shareholders vote in favour of the Scheme or makes a
     public statement indicating that it no longer supports the Transaction or 
     that it supports some other transaction, unless there has been a Tullow 
     Prescribed Occurrence prior to that change, withdrawal or modification and 
     Hardman Resources has commenced the process of terminating the SIA on the 
     basis of the Tullow Prescribed Occurrence; or

•    a Competing Transaction (as defined below) is announced by a third party 
     and that third party gains a relevant interest in at least 50 per cent. of
     Hardman Resources shares or acquires, acquires control or merges with 
     Hardman Resources within 12 months of the announcement of the Competing 
     Transaction; or

•    Hardman Resources is in breach of its obligations under the No Shop
     and No Talk provisions; or

•    the SIA is terminated by Tullow as a result of a Hardman Resources
     Prescribed Occurrence occurring prior to the Second Court Date, or pursuant
     to a material breach of the SIA or a breach of representation or warranty 
     (subject to the materiality set out below),


Hardman Resources must pay the Reimbursement Fee within three Business Days
after receiving a written demand from Tullow pay to Tullow, without set-off or
withholding. The demand may only be made after the occurrence of an event that
triggers the fee referred to above.


A Competing Transaction means a transaction or arrangement pursuant to which a
third party will, if the transaction or arrangement is entered into or
completed:

•    acquire (whether directly or indirectly) or become the holder of, or
     otherwise acquire, have a right to acquire or have an economic interest in 
     all or a substantial part of the business of the Hardman Resources Group;

•    acquire a relevant interest in, become the holder of, or otherwise acquire,
     have a right to acquire or have an economic interest in 5 per cent. or
     more of Hardman Resources' voting shares;

•    acquire control (as determined in accordance with section 50AA of the
     Corporations Act) of Hardman Resources;

•    otherwise acquire or merge with Hardman Resources; or

•    enter into any agreement, arrangement or understanding requiring Hardman 
     Resources to abandon, or otherwise fail to proceed with, the transaction,

whether by way of takeover offer, scheme of arrangement, shareholder approved
acquisition, capital reduction or buy back, sale or purchase of shares or
assets, joint venture, dual-listed company structure (or other synthetic merger)
or other transaction or arrangement.


Prior to the Hardman Resources Board modifying or changing its recommendation in
accordance with the terms of the SIA, Hardman Resources must appoint an escrow
agent to hold the Reimbursement Fee in escrow in trust for Tullow on
commercially reasonable terms and pay an amount equal to the Reimbursement Fee
into the escrow account.


Termination


The SIA may be terminated at any time prior to the Second Count Date in certain
circumstances:


by either party if:

•    the other party is in breach of any material provision of the SIA other 
     than in respect of a breach of either a representation or warranty;

•    the other party is in material breach of a representation or warranty and 
     the loss that flows from the breach is greater than A$30 million, in the
     case of a breach by Hardman Resources and A$120 million the case of a 
     breach by Tullow;

•    a court or government agency has taken any action permanently restraining 
     or otherwise prohibiting the Scheme from proceeding or has refused to do 
     any thing necessary to permit the Scheme to proceed (and the action or
     refusal has become final and cannot be appealed); or

•    a condition precedent is not satisfied and Hardman Resources and Tullow 
     cannot reach agreement to proceed by way of alternative means,


by Tullow if:

•    the Hardman Resources Board changes, withdraws or modifies its
     recommendation that Hardman Resources Shareholders vote in favour of the 
     Scheme or makes a public statement indicating that it no longer supports 
     the transaction;

•    Hardman Resources' Shareholders have not approved the Scheme at the
     Scheme Meeting by 31 January 2007; or

•    Hardman Resources is in breach of its obligations under the No-Shop  
     and No-Talk provisions; and


by Hardman Resources if:

•    following 21 days' notice to Tullow, the Hardman Resources Board has
     changed, withdrawn or modified its recommendation in accordance with the 
     terms of the SIA and by the end of the 21 days' notice period the 
     recommendation has not been reinstated and the Reimbursement Fee has been 
     paid to Tullow.




Appendix II

Definitions and glossary of terms

Definitions


The following definitions apply throughout this document, unless the context
otherwise requires:

'Acquisition'                                 the acquisition of Hardman Resources by Tullow to be effected by
                                              the Scheme;

'Australian Stock Exchange' or 'ASX'          Australian Stock Exchange Limited;

'Board' or 'Directors'                        the directors of the named company;

'Enlarged Group'                              the Tullow Group as enlarged by Hardman Resources;

'Existing Shares'                             Tullow Shares in issue at the date of this document;

'Hardman Resources'                           Hardman Resources Limited;

'Hardman Resources Shareholders'              holders of Hardman Resources Shares;

'Hardman Resources Shares'                    ordinary shares in the capital of Hardman Resources;

'Irish Stock Exchange'                        The Irish Stock Exchange Limited;

'London Stock Exchange'                       London Stock Exchange plc;

'Merrill Lynch'                               Merrill Lynch International;

'New Tullow Shares'                           Tullow Shares to be allotted pursuant to the Scheme
'Official Lists'                              the official list of the UK Listing Authority and the official
                                              list of the Irish Stock Exchange;

'Scheme'                                      the scheme of arrangement of Hardman Resources which, if
                                              approved, will result in Tullow acquiring the Hardman Resources
                                              Shares;

'Scheme Document'                             the document containing details of the Scheme sent by Hardman
                                              Resources to Hardman Resources Shareholders;

'Scheme Implementation Agreement'             the scheme implementation agreement entered into between Tullow
                                              and Hardman Resources;

'Scheme Meeting'                              the meeting of Hardman Resources Shareholders to be convened to
                                              approve the Scheme;

'Tullow' or 'Company'                         Tullow Oil plc;

'Tullow Group' or 'Group'                     Tullow and its subsidiaries;

'Tullow Shares'                               ordinary shares of 10 pence each in the capital of the Company;

'UK Listing Authority'                        the Financial Services Authority acting in its capacity as the
or 'UKLA'                                     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;

'United Kingdom' or 'UK'                      the United Kingdom of Great Britain and Northern Ireland; and
'United States' or 'US'                       the United States of America, its territories and possessions.


In this document all references to 'A$' are to the lawful currency of Australia
and all references to '£', 'pence' and 'sterling' are to the lawful currency of
the United Kingdom.


Unless otherwise stated in this document, an exchange rate of £1 = A$2.5315 has
been used, being the exchange rate at 4.30pm in London on 22 September 2006 and
an exchange rate of £1 = US$1.9004 has been used, being the close of business in
New York on 22 September 2006 (the last business day before this announcement).
Source: Bloomberg



Glossary of Terms


'boepd'                                barrels of oil equivalent produced per day; and
'mmboe'                                million barrels of oil equivalent.






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            The company news service from the London Stock Exchange