Serinus Energy PLC — Capital/Financing Update 2020

Nov 26, 2020

Current Report No. 28/2020Date: 2020-11-26Issuer's trading name:SERINUS ENERGY plc

Title:Placing to raise approximately USD20 million by way ofaccelerated bookbuild. Proposed capitalisation of all Debt

Legal basis: Article 17 (1) MAR - inside information

Content:

Serinus Energy plc ("Serinus" or the "Company") announces its intentionto undertake an equity placement of approximately USD20 million (the"Placing"). The Placing will be effected by way of an acceleratedbookbuild, which will be launched immediately following thisannouncement at a price of 2 pence (the "Placing Price").

The proceeds of the Placing will be used as part of a proposal to retirethe EBRD Convertible Debt, and for the installation of the first pumpsin a well work over programme for the Sabria field in Tunisia.

BACKGROUND TO AND REASONS FOR THE PLACING

The Company's debt with the European Bank for Reconstruction andDevelopment (the "EBRD") dates back to 2013, which was structured in twoloan agreements. The first was a Senior Debt Facility for USD40 millionwhich was fully repaid and retired in September 2019. The second loanwas a Convertible Debt Facility (the "Debt Facility") for USD20 millionthat is currently outstanding, plus accrued interest. During 2017, theCompany's operations experienced social unrest in Tunisia that stoppedproduction at the Sabria field for four months and at the Chouech EsSaida field which was shut-in until the third quarter of 2019. TheCompany also experienced delays in first production from the Moftinu GasDevelopment in Romania that adversely affected the Company's cash flowand its ability to service the debt at that time. Due to theseunforeseen events, in 2017 the key terms of the Debt Facility wererenegotiated, including an extension of the term to 30 June 2023.

Since this time, the business has been successful in its operations,with the Sabria and Chouech Es Saida fields in Tunisia being broughtback on production and the Moftinu Gas Project beginning operations inApril 2019. For the nine months ended 30 September 2020, the Company'saverage production (boe/d) increased by 1,247 or 107% to 2,415 (Q3 2019- 1,168), consisting of 1,841 (Q3 2019 - 814) in Romania and 574 (Q32019 - 354) in Tunisia, an increase of 1,027 or 126% and 220 or 62%,respectively. The current management team has lowered the cost ofproduction to USD8.96/boe for the nine months ended 30 September 2020and has identified a number of opportunities to enhance the assets,materially increasing output for a small incremental investment. TheDirectors have not been able to exploit these work programmes as theCompany's resources have, to date, been focused on servicing andrepaying the Debt Facility.

In early 2020 it became apparent with the onset of COVID-19, that theCompany would not be able to service its debt repayments, and theDirectors concluded that the capital structure of the business hadbecome inappropriate for all stakeholders. The Directors have helddiscussions with the EBRD over a number of months and have reached anagreement to retire the Debt Facility, whereby the business will be freeof debt, and the cash generated from operations can be invested ingrowing the business.

TERMS OF RETIREMENT OF THE DEBT FACILITY

The EBRD has conditionally agreed to retire the Debt Facility and enterinto a Deed of Release. In consideration the Company will pay to EBRDthe sum of USD16.5 million immediately following Admission, and the EBRDwill subscribe, at no cost, for Ordinary Shares, representing 9.9% ofthe expected issued share capital at Admission (the "EBRD Shares"). TheEBRD will have certain information and other rights and has agreed notto dispose of the EBRD Shares for 12 months following Admission. At 30September 2020 the Company owed USD32.5million to the EBRD comprisingUSD20 million principal, and USD12.5 million in accrued interest.

USE OF PROCEEDS

The net proceeds will be used to pay USD16.5 million to the EBRD as partof the Proposals, and for the installation of the first pumps in a wellwork over programme on the Sabria field in Tunisia.

SHAREHOLDER MEETING

The proposals are conditional, inter alia, upon the Resolution beingpassed at the Extraordinary General Meeting. A circular will be sent toShareholders tomorrow containing a notice convening a General Meeting tobe held at the Company's offices at JTC House, 28 Esplanade, St Helier,Jersey, Channel Islands, at 10.00 a.m. on 15 December 2020, at which theResolution will be proposed. The Resolution is set out in full in theNotice of Extraordinary General Meeting.

The Company also publishes, attached hereto, the full text of thedocument concerning the planned measures, which has been filed by theCompany in the UK and will also be available on Company's website atwww.serinusenergy.com

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, AND MAY NOT BE USED INCONNECTION WITH AN OFFER, TO SELL OR ISSUE OR THE SOLICITATION OF ANOFFER TO BUY OR SUBSCRIBE FOR PLACING SHARES IN ANY JURISDICTION INWHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL. THISANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATIONOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS IN THE UNITEDSTATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR SOUTH AFRICA OR IN ANYJURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT MAY COME ARE REQUIRED BYTHE COMPANY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY RESTRICTIONSOF TRANSFER OF THIS ANNOUNCEMENT. NO PUBLIC OFFER OF SECURITIES OF THECOMPANY IS BEING MADE IN THE UNITED KINGDOM, THE UNITED STATES ORELSEWHERE.