Bond Restructuring Proposals

28 October 2020

Sound Energy plc

("Sound Energy" or the "Company")

Publication of Bond Restructuring Proposals

And Operational Update

Sound Energy, the Moroccan focused upstream gas company, announces that following discussions with certain holders of the Company's Luxembourg listed EUR 28.8m 5.0% senior secured notes due 2021 (the "Notes"), it has today published a Consent Solicitation Memorandum  with its proposal (the "Proposal") in respect of a restructuring of the Notes and that a meeting of the holders of the Notes (the "Noteholders") has been convened to consider the Proposal for 10:00 a.m. on 12 November 2020 (the "Noteholder Meeting").

Pursuant to the Proposal, the Company is seeking the consent of the Noteholders to:

·    Amend the maturity date of the Notes from 21 June 2021 to 21 June 2025;

·    Amend the interest rate that the Notes shall bear until maturity from 5 (five) per cent. per annum to 2 (two) per cent. per annum, for the period commencing on 21 September 2020.

As part of the Proposal, the Company is also proposing to issue to the Noteholders 245,457,596 warrants to subscribe for new ordinary shares in the Company at an exercise price of 2.125 pence per ordinary share (the "Warrants").  The Warrants will be exercisable from the date of issuance until the maturity date of the Notes. 

As at 30 September 2020, the Company had unaudited cash balances of approximately £5.9 million. Upon the Noteholders' approval of the Proposal, and inclusive of restructuring costs related to implementation of the Proposal, the Board anticipate that the Company's cash resources remain sufficient to meet the Company's working capital requirements through to April 2021.

A copy of the Consent Solicitation Memorandum today sent to Noteholders is available on the Company's website at www.soundenergyplc.com.

Phase 1 and Phase 2 Development Update

Further to the announcement of 29 June 2020, in which the Company announced that it had entered into exclusive discussions with a Moroccan Conglomerate for the proposed sale of LNG to be produced from the TE-5 Horst phase 1 development ("Phase 1 Development), the Company is pleased to announce that negotiations are advancing and progressing positively towards conclusion of binding agreements for the proposed sale of LNG and partial funding.

Furthermore, the Company also announces that it has now shortlisted vendors and is advancing negotiations for the provision of facilities for the mLNG Phase 1 liquefaction facilities and for the balance of funding required for the proposed Phase 1 Development.

The Company continues to progress development planning for the proposed TE-5 Horst phase 2 development, which includes discussions with Morocco's Office National de 'l'Électricité de l'Eau potable ("ONEE") to enter into a definitive gas sales agreement together with discussions with potential funding partners who have expressed strong interest in participation in the proposed development via vendor financing, equity participation or lending solutions.

Graham Lyon, Sound Energy Chairman, commented:

"Sound still has a number of steps to take to deliver its development strategy leading to cash generation but despite the obstacles caused by Covid-19, steady progress is being made as we address the various issues leading to Final Investment Decisions for the development phases of the Tendrara Horst.

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The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.