Nostrum Oil&gas Regulatory News (NOG)

USD $250,000,000 5.00% Senior Secured Notes due 2026

Reg S: CUSIP: N64884AF1 / ISIN: USN64884AF16Private Placement: CUSIP: 66978CAF9 / ISIN: US66978CAF95

issued pursuant to a trust deed dated 9 February 2023

 AND

USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due 2026

Reg S: CUSIP: N64884AE4 / ISIN: USN64884AE41Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48

issued pursuant to a trust deed dated 9 February 2023

of

Nostrum Oil & Gas Finance B.V.

incorporated under the laws of the Netherlands

SOLICITATION OF CONSENTS IN RESPECT OF CERTAIN OUTSTANDING NOTES ISSUED BY Nostrum Oil & Gas Finance B.V. AND WARRANTS ISSUED BY NOSTRUM OIL & GAS PLC

London and the Netherlands, 19 December 2023 - Nostrum Oil & Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), announced on 21 November 2023 that it had commenced a consent solicitation (the "Consent Solicitation") in respect of its USD $250,000,000 5.00% Senior Secured Notes due 2026 (the "Senior Secured Notes") and USD $362,648,402 1.00%/13.00% Senior Unsecured Notes due 2026 (the "Senior Unsecured Notes", and together with the Senior Secured Notes, the "Notes").

The Issuer solicited the consents of the holders of the Notes and the warrants issued by the Parent (the "Warrants") (together the "Noteholders") for certain amendments to the trust deeds governing the Notes (the "Trust Deeds"), the debenture dated 9 February 2023 relating to the Notes and the share warrant instrument dated 9 February 2023 (the "Warrant Instrument") in order to (i) to permit the investment of cash from the Parent into certain investment products approved by the board of directors of the Parent in order to give the Issuer greater flexibility to make investments in cash equivalents to receive higher returns and (ii) amend the Warrant Instrument such that the Parent would not require further consent from the warrant holders to delist its shares from the Astana International Exchange (AIX).

At the adjourned meeting held earlier today in respect of the Senior Secured Notes, the meeting was quorate and the Extraordinary Resolutions were passed. The quorum present represented approximately 54.3% of the aggregate principal amount of the outstanding Senior Secured Notes and approximately 99.3% of the votes were cast in favour of the Extraordinary Resolutions.

At the adjourned meeting held earlier today in respect of the Senior Unsecured Notes, the meeting was quorate and the Extraordinary Resolutions were passed. The quorum present represented approximately 60.0% of the aggregate principal amount of the outstanding Senior Unsecured Notes and approximately 100% of the votes were cast in favour of the Extraordinary Resolutions.

Further information can be obtained from GLAS Trust Company LLC, the Information and Tabulation Agent for the Consent Solicitation, Telephone: +1 (201) 839-2200, Email contact with respect to the Consent Solicitation in respect of the Notes: TMGUS@glas.agency and clientservices.usadcm@glas.agency.

Under no circumstances shall the Consent Solicitation constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for any Notes in any jurisdiction. 

Cautionary Statement

This notice is for informational purposes only and the Consent Solicitation are only being made pursuant to the terms of the Consent Solicitation Statement. The Consent Solicitation are not made, and consents are not being solicited from, holders of Notes in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such consent.