Consent solicitation re payment delay on notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

London and the Netherlands, 2 September 2025

Consent solicitation relating to payment delay on notes

Consent solicitation relating to payment default

As announced previously, Nostrum Oil & Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), was required by 30 June 2025 to have paid accrued interest in accordance with the terms and conditions of the Issuer's outstanding notes with ISIN USN64884AF16, US66978CAF95, USN64884AE41 and US66978CAD48 (the "Notes").  The Notes are guaranteed by, among other entities, the Parent. As the Issuer did not pay the due interest in accordance with the terms and conditions of the Notes, such default has become an "Event of Default" (as defined in the conditions of the Notes).

The Parent has applied for applicable regulatory licences in order to permit the payment on the Notes, including payment-in-kind interest, through the clearing systems.  The regulatory licenses are related to sanctioned bondholders and/or custodians that are not affiliated with the Parent. The delay in the interest payments does not reflect any issue of the Parent's or Issuer's solvency or liquidity. All underlying funds for making the interest payments are available and secured.

Based on stakeholder feedback, the Issuer will launch a consent solicitation to waive the Event of Default described above.  Eligible consenting noteholders voting by the applicable early voting deadline will receive a 0.5% consent fee with respect to the USD 5.00% Senior Secured Notes due 2026  and a 0.25% consent fee with respect to the USD 1.00%/13.00% Senior Unsecured Notes due 2026. Eligible consenting noteholders voting after the applicable early voting deadline will receive a lower consent fee. The Issuer no longer intends to make the payment of interest on the Notes outside the clearing systems and intends to make the payments on receipt of the applicable regulatory licences.  Further consent fees may be paid in the event that subsequent interest payments cannot be made on time.

The consent solicitation will be proposed to holders of the Notes by way of electronic consent and at a noteholder meeting and, if approved, authorised by an extraordinary resolution of each series of Notes.

As the above authorisations relating to the Notes are Reserved Matters (as defined in the conditions of the Notes), this requires either approval by 75% in principal amount of the Notes and/or by 75% of those attending at a quorate meeting (each series voting separately) with the requisite quorum for passing Reserved Matters.

Timing

The consent solicitation will be launched imminently and further information will be provided to noteholders in the customary manner and the information in this announcement is subject to the full details of the consent solicitation in all respects. A launch announcement with respect to the consent solicitation is available on the Parent's website: www.nostrumoilandgas.com and can also be accessed using the link below.

It is expected that any regulatory license approvals will take a number of weeks and the relevant approval would be at the discretion of relevant authorities.

The Parent thanks holders of the Notes for their support and understanding as it seeks to proactively resolve these third party issues that are delaying the interest payment due on the Notes.

Download: https://wp-nostrumoilandgas-new-2020.s3.eu-west-2.amazonaws.com/media/2025/09/Nostrum-Launch-Announcement-2025.pdf

LEI: 2138007VWEP4MM3J8B29

Further information

For further information please visit www.nostrumoilandgas.com 

Further enquiries:

Nostrum Oil & Gas PLC

Thomas Hartnett - Chief Legal Officer / Company Secretary

[email protected]

Instinctif Partners - UK                                                                                        

Galyna Kulachek

+ 44 (0) 207 457 2020

[email protected]

Notifying person

Thomas Hartnett

Company Secretary

About Nostrum Oil & Gas

Nostrum Oil & Gas PLC is an independent mixed-asset energy company with world-class gas processing facilities and export hub in north-west Kazakhstan. Its shares are listed on the London Stock Exchange (ticker symbol: NOG). The principal producing asset of Nostrum Oil & Gas PLC is the Chinarevskoye field which is operated by its wholly-owned subsidiary Zhaikmunai LLP, which is the sole holder of the subsoil use rights with respect to the development of the Chinarevskoye field. The Company also owns an 80% interest in Positiv Invest LLP, which holds the subsoil use rights for the "Kamenskoe" and "Kamensko-Teplovsko-Tokarevskoe" areas in the West Kazakhstan region (the Stepnoy Leopard fields).

Forward-Looking Statements

Some of the statements in this document are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Company or its officers with respect to various matters. When used in this document, the words "expects", "believes", "anticipates", "plans", "may", "will", "should" and similar expressions, and the negatives thereof, are intended to identify forward-looking statements. Such statements are not promises nor guarantees and are subject to risks and uncertainties that could cause actual outcomes to differ materially from those suggested by any such statements.

No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest in the Company or any other entity, and shareholders of the Company are cautioned not to place undue reliance on the forward-looking statements. Save as required by the relevant listing rules and applicable law, the Company does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.