Southey Capital Ltd

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR

RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S.
PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED) OR IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

1st February 2020

Voluntary Tender off for the bonds of

Tristan Oil Ltd

Tristan Oil Ltd US89676XAA19 USD 8%

Tristan Oil Ltd USG90748AC14 USD 8%

Southey Capital Ltd, (the "Offeror") wishes to make available to holders of the above securities
a voluntary offer to tender their holdings. Launching on the 1st of February 2020 to holders of the
securities set out in the table above (the "Securities"), issued by or with the cooperation of the
Issuer, Tristan Oil Ltd, to tender such securities for purchase by the Offeror for cash (the "Offer"),
subject to the distribution restrictions as set out above.

Purchase Price

Subject to the Minimum Amount, the Offeror will pay, for the Securities accepted by it for
purchase to the Offeror, a price in cash equal to the Nominal Amount offered multiplied by the
price of 8% of the amount accepted.

Minimum Amount

The Offer is available to amounts not less than EUR 50,000.00 per acceptance instruction.

Maximum Acceptance Amount

The Offeror has not set upper limit of the purchase amount, but will consider all acceptances and
at the latest on the Deadline advise respondents of acceptance or advise them otherwise.

Expected Timetable of Events

The times and dates below are indicative only.

1st of February 2020 - Launch of offer, announced through various distribution channels.

29th of February 2020 – First close and Deadline for receipt of Form of Acceptance’s
 Southey Capital Ltd

March 2020 - Announcement of results and late acceptances considered. Accepting holders will
be sent details to settle trades.

Process

Holders who wish to accept should communicate their intention directly or via their broker,
transmitted via email. Forms of Acceptance notices received by the 29th of February 2020 will
receive a Trade Confirmation and Settlement Instructions. Later acceptances may still be accepted
at the absolute discretion of Southey Capital.

Reservation of Rights

The Offeror reserves the right, in its sole and absolute discretion, not to accept any Tender
Instructions, not to purchase Securities or to extend, re-open, withdraw or terminate the
Offer and to amend or waive any of the terms and conditions of the Offer in any manner
(including, but not limited to, purchasing more or less than the Maximum Acceptance
Amount), subject to applicable laws and regulations.

Acceptances
Holders are requested to confirm acceptance using the Form Of Acceptance below, also
providing evidence of authority to bind the accepting party.

For Further Information

Further details about the transaction can be obtained from:

Southey Capital Ltd

Ensign House
London
E14 9XQ
United Kingdom

Telephone: +44 (0) 203 745 7940

Attention: Robert Southey / Francois Bauhofer
Email: info@southeycapital.com
 Southey Capital Ltd

Form of Acceptance

FROM:_____________________ (“Seller”)

To: SOUTHEY CAPITAL LTD (“Buyer”)

RE: Tristan Oil Ltd

Dear Sirs,

In respect of the Offer dated 1st of February 2020 or as revised, advising of an Offer from Southey Capital
Ltd to purchase notes issued by Tristan Oil Ltd at a rate as advised in the OFFER. I/we hereby irrevocably
accept the Offer.

Pric
Description ISIN Amount
e
Tristan Oil Ltd US89676XAA19 8%
Tristan Oil Ltd USG90748AC14 8%

Signature:

Date:
 Southey Capital Ltd

DISCLAIMER

Neither this announcement, the Tender Memorandum nor the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities
for purchase pursuant to the Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Offer to be made by a licensed broker or dealer and the Offeror or any
of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by the Offeror or such affiliate, as the case may be, in such jurisdiction. In
addition to the representations referred to above in respect of the United States, each Holder
participating in the Offer will be deemed to give certain other representations in respect of the
other jurisdictions referred to above and generally as set out in "Procedures for Participating in
the Offer" in the Tender Memorandum. Any tender of Securities for purchase pursuant to
the Offer from a Holder that is unable to make these representations will not be accepted.
Each of the Offeror and the Tender Agent reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Securities for purchase pursuant to the Offer, whether any
such representation given by a Holder is correct and, if such investigation is undertaken and
as a result the Offeror determines (for any reason) that such representation is not correct, such
tender or submission may be rejected.

in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where
the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer
and the Offeror or any of its affiliates is such a licensed broker or dealer in any such jurisdiction,
the Offer shall be deemed to be made by the Offeror or such affiliate, as the case may be, in such
jurisdiction. In addition to the representations referred to above in respect of the United States,
each Holder participating in the Offer will be deemed to give certain other representations in
respect of the other jurisdictions referred to above and generally as set out in "Procedures for
Participating in the Offer" in the Tender Memorandum. Any tender of Securities for purchase
pursuant to the Offer from a Holder that is unable to make these representations will not
be accepted. Each of the Offeror and the Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offer,
whether any such representation given by a Holder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such representation
is not correct, such tender or submission may be rejected.