On December 31, 2012, SCS Corporation Ltd. ("SCS"), a wholly-owned subsidiary of Hyperdynamics Corporation, closed the sale to Tullow Guinea Ltd ("Tullow"), a subsidiary of Tullow Oil plc, of a 40% gross interest in the Hydrocarbon Production Sharing Contract with the Republic of Guinea, dated September 22, 2006, as amended, in respect of a contract area offshore Guinea (the "PSC"). SCS received $27 million from Tullow as reimbursement of past costs of SCS in the contract area, and Tullow has agreed to (i) carry SCS's participating interests share of future expenses up to a gross expenditure cap of $100 million, from the date of entry into the next exploration period until 90 days after the drilling of the exploration well, and (ii) carry SCS's share of costs associated with an appraisal well of the initial exploration well, if drilled, subject to a gross expenditure cap on the appraisal well of $100 million. As security for this payment, Tullow Oil plc provided a Parent Company Guarantee.

In connection with the transaction, SCS, Tullow and Dana Petroleum (E&P) Limited ("Dana") entered into a Joint Operating Agreement Novation and Amendment Agreement reflecting that as a result of the sale to Tullow, the interest of the parties in the PSC are SCS 37%, Dana 23%, and Tullow 40%, and that Tullow will be bound by the PSC and the Joint Operating Agreement previously entered into between SCS and Dana. Tullow will assume all the respective liabilities and obligations of SCS in respect of the assigned 40% interest, and Tullow will become the operator. SCS provided a Deed of Assignment to Tullow. The Assignment was approved by Guinea's Ministry of Mines and Geology by issuing an Arrêté. The full text of the Joint Operating Agreement Novation and Amendment Agreement, the Deed of Assignment, the Parent Company Guarantee and Arrêté (English version and French version) are attached as exhibits 10.1, 10.2, 10.3,

10.4(a) and 10.4(b)  respectively, to this Report.



Item 2.01                      Completion of Acquisition or Disposition of
Assets.

As noted in Item 1.01 (which is incorporated herein by reference), SCS completed the sale of an interest in the PSC concerning the oil and gas concession offshore Guinea. SCS received a $27 million payment at closing on December 31, 2012 that was made pursuant to the Agreement dated November 20, 2012 between SCS and Tullow. The Agreement was filed as Exhibit 10 to the 8-K report filed by Hyperdynamics Corporation on November 20, 2012.

The pro forma financial information required to be filed pursuant to Article 11 of Regulation S-X under the Securities Act of 1933, as amended, is included in this Report under Item 9.01.

(b) Pro Forma Financial Information.

The unaudited pro forma financial information required is attached as Exhibit 99.1. The sale of this 40% gross interest in the Hydrocarbon Production Sharing Contract with the Republic of Guinea will not be accounted for as a discontinued operation. SCS will have a 37% interest in this asset going forward.

(d) Exhibits.

Exhibit Number                               Description

Exhibit 10.1       Joint Operating Agreement Novation and Amendment Agreement dated
                   December 31, 2012.

Exhibit 10.2       Deed of Assignment dated December 31, 2012.

Exhibit 10.3       Parent Company Guarantee dated December 31, 2012.

Exhibit 10.4(a)    Arrêté (English version)

Exhibit 10.4(b)    Arrêté (French version)

Exhibit 99.1       Unaudited pro forma financial information