February 19, 2010

Tristan Oil Ltd. (the "Company") announced today that its shareholder has entered into an agreement to sell the Company, Kazpolmunay ("KPM") and Tolkynneftegaz ("TNG") to Cliffson Company S.A., which is ultimately controlled by Kazakh interests (the "Buyer").

Pursuant to the terms of the purchase agreement, the following conditions, among others, must be satisfied prior to closing, which is expected to occur on or before April 30, 2010:

•         obtaining the necessary consents and approvals from the Kazakh authorities to effectuate the sale, including waiver of the Kazakh government's pre-emptive rights;

•         settlement and release of all obligations under the Laren loan facility; and

•         waiver of certain provisions of the Indenture pursuant to which the Company issued its 10¹/₂% Senior Secured Notes due 2012 (the "Notes") and related pledge agreements that would prohibit or adversely affect the transaction contemplated by the purchase agreement, including, but not limited to, the Company's obligation to repurchase the Notes upon a change of control.

The purchase agreement also contemplates that all receivables owed to the Company, KPM and TNG from related parties will be discharged prior to

closing.

 

Once the consents and approvals from Kazakh government have been obtained, the Company will launch the consent solicitation to seek all necessary waivers.

The purchase agreement contemplates that the Buyer will assume the obligations of the pledgors under the pledge agreements relating to the equity interests in the Company, KPM and TNG, which equity interests serve as collateral for the Company's obligations under the Notes.

Certain statements in this press release constitute forward-looking statements or statements which may be deemed or construed to be forward-looking statements, including without limitations, statements about the anticipated completion of the transactions contemplated herein or the timing thereof. These forward-looking statements involve and are subject to known and unknown risks, uncertainties and other factors which could cause actual results, timing, performance, or achievements to materially differ from the future results, timing, performance, or achievements expressed or implied by forward-looking statements. Although the Company believes the expectations reflected in its forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that these expectations will be achieved or will prove to have been correct. Moreover, the Company's forward-looking statements may be affected by known and unknown risks, events or circumstances that may be outside the Company's control.

Contact:

Tristan Oil Ltd.

Artur Lungu, +373 69602130
This e-mail address is being protected from spambots. You need JavaScript enabled to view it This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Adrian Golomoz, +373 68005591

golomoz@tristanoil.com