Highlights

  • Woodside agreed to sell its 33.44% interest in the Sunrise Joint Venture to TIMOR GAP.
  • Only US$13.71 million is payable at completion, with the headline price reaching up to US$200 million.
  • A further US$175 million is payable within 365 days of the first LNG cargo from the Special Regime Area.
  • Woodside targets completion in the first half of 2027, subject to government, regulatory and joint venture approvals.

By the first half of 2027, Woodside Energy (ASX:WDS) wants to be out of the Sunrise Joint Venture entirely. Whether the full US$200 million ever arrives is another matter, because most of that price hangs on a future LNG development that has no confirmed timetable.

The agreement

On 27 October 2026, Woodside announced it had agreed to sell its participating interest in the Sunrise Joint Venture to TIMOR GAP. The sale covers the titles containing the Greater Sunrise fields: NT/RL2, NT/RL4, JPDA PSC 03-19 and JPDA PSC 03-20.

Woodside's unitised interest across those titles is 33.44%. It said it will hold no interest in the joint venture once the transaction completes.

How the payments are structured

The headline consideration is up to US$200 million, but only a small portion is payable at completion. That structure matters for anyone assessing what Woodside will actually receive, because most of the value is linked to milestones that have not yet been reached.

The consideration has three parts:

  • US$13.71 million payable on completion, subject to a post-completion adjustment for cash calls and working capital from an effective date of 1 November 2026.
  • US$11.29 million payable after an affirmative final investment decision for an LNG development in the Greater Sunrise Special Regime Area.
  • US$175 million payable within 365 days of the first LNG cargo being loaded from the Special Regime Area for sale.

The three amounts add up to the US$200 million headline. A final investment decision for an LNG development in the Greater Sunrise Special Regime Area would trigger the second payment, and the third follows only after first LNG is loaded for sale. Only the first payment is tied to completion alone. The remaining US$186.29 million depends on a development decision and subsequent production milestones, so it should be read as contingent rather than committed consideration. No date is given for a final investment decision or for first LNG, and neither is confirmed.

Conditions and timing

Completion is subject to conditions precedent, including government, regulatory and joint venture approvals. Woodside is targeting completion in the first half of 2027.

The agreement also contemplates a scenario in which the new Greater Sunrise Production Sharing Contract takes effect before completion. That contract is linked to the maritime boundaries treaty between Timor-Leste and Australia. The parties reached agreement on key principles for the new contract and fiscal framework in August 2026, though it is not stated that every term has been finalised.

The wider joint venture

TIMOR GAP holds 56.56% of the joint venture. On 2 September 2026 it agreed to acquire Osaka Gas's 10% interest, a transaction that is also subject to conditions.

Taken together with the Woodside sale, the agreements point to TIMOR GAP consolidating a larger share of the project, although both deals depend on approvals still to be obtained. The governments of Timor-Leste and Australia and the joint venture participants are identified as other parties whose involvement is relevant to the process.

What to watch

The next confirmed milestones are the satisfaction of conditions precedent and completion, targeted for the first half of 2027. Beyond that, the contingent payments depend on an LNG final investment decision and the first cargo from the Special Regime Area, neither of which has a stated timetable.

Until completion, the sale remains a signed agreement rather than a completed transaction, and the company will hold its interest in the meantime.