11 September 2020

SOUND ENERGY PLC

("Sound Energy", the "Company" or the "Group")

HALF YEARLY REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2020

Sound Energy, the Moroccan focused upstream oil and gas company, announces its unaudited half-year report for the six months ended 30 June 2020.

OPERATIONAL AND CORPORATE HIGHLIGHTS

·      Liquefied Natural Gas (''LNG'') Heads of Terms signed with a leading Moroccan Energy Group

·      Environmental Impact Assessment ("EIA") approvals for 120-kilometre, 20-inch pipeline and gas treatment plant/compression station received in January 2020 and March 2020 respectively

·      Successful renegotiation of the terms of the Anoual exploration permit in July 2020

FINANCIAL SUMMARY

·      Structural reduction in administrative expenses by 57% compared with H1 2019

·      Total Cash balances as at 30 June 2020 of £4.2 million

·      Equity placing to raise gross proceeds of £1.5 million at 2 pence per ordinary share announced in December 2019 and completed in January 2020

·      Equity placing post period end to successfully raise additional £3.2 million after costs at 2.125 pence per ordinary share in August 2020

·      Continued focus on disciplined cost and cash management

Enquiries:

Statement from the Executive Chairman

Despite the challenging business environment brought on by the Covid-19 global pandemic and exacerbated in the oil and gas sector by a dispute between Russia and Saudi Arabia which led to an increase in supply just as demand was falling due to the economic impact of the pandemic, the first half of 2020 was an active and productive period for the Company as it reset its strategy to transition towards becoming a cash generating Company with significant exploration potential. The period concluded with the announcement of a key milestone, that the Company had entered into a heads of terms with, and granted exclusivity to,  a Moroccan conglomerate, to provide partial financing for its Phase 1 micro LNG project and for the purchase of the LNG produced from the TE-5 Horst under the first phase of development. In addition during, the Company also received EIA approval for the Tendrara Gas Export Pipeline and Central Processing Facility (''CPF'') whilst continuing to progress the finalisation of binding terms for the proposed Gas Sales Agreement (''GSA'') with Office National de l'Electricité et de l'Eau Potable (''ONEE'') for the second phase of development of the TE-5 Horst.

Eastern Morocco Partial Disposal

The Company announced in July 2020 that it is no longer in discussions with the previously proposed purchaser in relation to the potential partial disposal of its Eastern Morocco portfolio, however, having announced its phased development strategy for the Tendrara Production Concession, the Company continues to engage with other parties who have expressed interest in participating in the Company's strategy by way of a potential farm-in. Whilst a partial disposal of its Eastern Morocco portfolio is not a strategic priority of the Company, normal business development discussions are ongoing in this regard. There is no certainty that any of these discussions will advance and the Company's current key priority is to deliver a final investment decision on its proposed Phase 1 development of the Tendrara Production Concession during 2020.

Phase 1 Micro LNG Development

In June, the Company was pleased to announce that heads of terms had been entered into with a Moroccan conglomerate to permit exclusive discussions to negotiate definitive agreements for both the purchase of LNG to be produced from the TE-5 Horst as well as partial financing for the Phase 1 development by the Moroccan conglomerate. An LNG Gas Sales Agreement is currently being negotiated pursuant to which the joint venture will commit, over a 10 year period, to supply an annual contractual quantity of 100 million standard cubic metres of (liquefied) gas from the Phase 1 development, based upon the key commercial terms set out in the heads of terms.

Phase 2 Tendrara TE-5 Development

The Company continued to make progress in advancing the development of the Tendrara TE-5 discovery including the approval of the EIA mentioned above along with progression of discussions to obtain pipeline corridor rights. Despite the difficulties imposed by the Covid-19 pandemic, positive discussions with ONEE have continued in order to finalise the fully termed GSA for gas offtake. This will form a key building block to support project sanction of the proposed TE-5 Phase 2 development.

EIA of the Tendrara Gas Export Pipeline and CPF

In January 2020, the Company announced receipt of the EIA approval from the Moroccan Ministry of Energy, Mines and Environment to build and operate a 120km 20-inch gas pipeline connecting the CPF to the Gazoduc Maghreb Europe pipeline (''GME''). This was followed by the ministerial approval of the EIA for the CPF in March. Approval of the respective EIAs are important steps in the development process of the TE-5 Horst. The EIA incorporates the Micro LNG project activity.

Structural Cost Reductions

The Company continues to manage its cash resources prudently and, accordingly, having paused its operational programme in 2019, the Company continued a structural cost reduction programme aimed at materially reducing the Company's ongoing operating expenditure, including reductions in staff numbers, executive remuneration and other business costs. By the end of the reporting period, the cost reduction initiatives that have been implemented delivered a reduction in general and administrative expenses by 57% compared with the first half of 2019.

Licensing

The Company announced in July that it had successfully concluded a renegotiation of the terms of its Anoual Exploration Permit in order to realign the Company's committed exploration work programme in Eastern Morocco so that it dovetails more efficiently with the proposed phasing of our Phase 1 Development Plan at the Tendrara Production Concession in a manner that underscores both our confidence in the potential of the basin as a future significant gas producing province and our ability to deploy capital judiciously across the portfolio.

Corporate

In February, the Company announced the appointment of myself, Graham Lyon, as Executive Chairman. The Company was pleased to subsequently appoint Mohammed Seghiri as Chief Operating Officer in April. Mohammed brings extensive technical and commercial experience, as well as Moroccan knowledge and relationships which will be utilised in particular to drive forward the Company's phased development strategy in Eastern Morocco. In July, the Company announced further board strengthening with the appointment of David Blewden as an Independent non-executive director. David brings a wealth of experience from the financial side of oil and gas sector and specific experience around debt restructuring which is a key priority for the Company in the coming period. As at 30 June 2020, the Company had total cash balances of £4.2 million and, subsequent to the period end, the Company placed 163,529,411 new ordinary shares at a price of 2.125 pence per share to raise £3.2 million after costs in August 2020.

Graham Lyon

Chairman (Executive)

Condensed Interim Consolidated Income Statement

Condensed Interim Consolidated Balance Sheet

Condensed Interim Consolidated Statement of Changes in Equity

Condensed Interim Consolidated Cash Flow Statement

Notes to Cash Flow Statement                                                                                                                                     

Non-cash transactions during the period included the issue of 5,805,555 ordinary shares at a price of 1.86 pence per share, to an employee of the Company in connection with the termination of an employment contract.  1,425,000 ordinary shares were issued at a price of 2 pence per share to a third party in lieu of fees incurred in connection with a placing announced in December 2019.

Notes to the Condensed Interim Consolidated Financial Statements

1. Basis of preparation

The condensed interim consolidated financial statements do not represent statutory accounts within the meaning of section 435 of the Companies Act 2006. The financial information for the year ended 31 December 2019 is based on the statutory accounts for the year ended 31 December 2019. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

The condensed interim financial information is unaudited and has been prepared on the basis of the accounting policies set out in the Group's 2019 statutory accounts and in accordance with IAS 34 Interim Financial Reporting.

The seasonality or cyclicality of operations does not impact on the interim financial statements.

Going concern

The Company's Condensed Interim Consolidated Financial Statements have been prepared on a going concern basis, which contemplates the realisation of assets and the settlement of liabilities and commitments in the normal course of operations. The Company is exploring funding options to enable it to restructure or refinance the Company's €28.8 million bond due for settlement on 21 June 2021.  In August 2020, the Company raised through an equity placing, £3.2 million net of issue costs and at the end of August held cash and cash equivalents of £6.5million including £1.3 million held as collateral for a bank guarantee of licence commitments. Cashflow forecasts for the twelve-month period to September 2021 indicates that additional funding will also be required to enable the Company to meet its obligations.

The COVID-19 pandemic has not had a material impact on the Company's operations. The consequential impact of a deterioration of the pandemic may delay the progress in completing activities necessary to restructure or refinance the Company's €28.8 million bond.

These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. These Condensed Interim Consolidated Financial Statements do not include adjustments that would be required if the Company was unable to continue as a going concern. The directors have formed a judgement based on the Company's proven success in raising capital and a review of the strategic options available to the Company, that the going concern basis should be adopted in preparing the Condensed Interim Consolidated Financial Statements.

2. Segment information

The Group categorises its operations into three business segments based on Corporate, Exploration and Appraisal and Development and Production. The Group's Exploration and Appraisal activities are carried out in Morocco. The Group's reportable segments are based on internal reports about the components of the Group which are regularly reviewed by the Board of Directors, being the Chief Operating Decision Maker (''CODM''), for strategic decision making and resources allocation to the segment and to assess its performance. The segment results for the period ended 30 June 2020 are as follows:

Segment results for the period ended 30 June 2020

The segments assets and liabilities at 30 June 2020 are as follows:

The geographical split of non-current assets is as follows:

Segment results for the period ended 30 June 2019

The segments assets and liabilities at 30 June 2019 were as follows:

The geographical split of non-current assets was as follows:

Segment results for the year ended 31 December 2019

The segments assets and liabilities at 31 December 2019 were as follows:

The geographical split of non-current assets is as follows:

3.Profit/(loss) per share

The calculation of basic profit/(loss) per Ordinary Share is based on the profit/(loss) after tax and on the weighted average number of Ordinary Shares in issue during the period. The calculation of diluted profit/(loss) per share is based on the profit/(loss) after tax on the weighted average number of ordinary shares in issue plus weighted average number of shares that would be issued if dilutive options, restricted stock units and warrants were converted into shares. Basic and diluted profit/(loss) per share is calculated as follows:

Due to the loss for the period, the effect of the potential dilutive shares on the earnings per share from continuing operations would be anti-dilutive and therefore are not included in the calculation of diluted earnings per share from continuing operations.

4: Property, plant and equipment

5. Intangibles

6. Cash and cash equivalents

The Group has provided collateral of $3.35 million (2019: $3.35 million) to the Moroccan Ministry of Petroleum to guarantee the Group's minimum work programme obligations. The cash is held in a bank account under the control of the Company and as the Group expects the funds to be released as soon as the commitment is fulfilled on this basis the amount remains included within cash and cash equivalents. Subsequent to the period end, in August 2020, $1.6 million of the collateral was released and became unrestricted.

7. Loans and borrowings

The Company has 5-year non-amortising secured bonds with an aggregate value of €28.8 million. The bonds are secured over the share capital of Sound Energy Morocco South Limited, have a 5% coupon and were issued at a 32% discount to par value. Alongside the bonds, the Company issued 70,312,500 warrants to subscribe for new ordinary shares in the Company at an exercise price of 30 pence per ordinary share and an exercise period of approximately five years, concurrent with the term of the bonds. The effective interest rate is approximately 16.3%. The 5-year secured bonds are due in June 2021.

8. Shares in issue and share based payments

As at 30 June 2020, the Company had 1,161,851,296 ordinary shares in issue. In January 2020, the Company issued 75 million shares at 2 pence per share following a placing announced in December 2019. The net proceeds of the placing were approximately £1.3 million. 1,425,000 shares were issued to a third party to settle fees relating to the placing.

During the period to 30 June 2020, approximately 0.9 million Restricted Stock Units (RSU) awards vested and approximately 1.0 million RSU expired. In addition, 8.4 million share options expired during the period.

9. Post Balance Sheet events

In July 2020, the Company confirmed that negotiations with Morocco's Office National de l'Electricité et de l'Eau Potable ("ONEE") in relation to the final gas sales agreement were continuing despite travel restrictions relating to COVID-19.

In July 2020, the Company announced that it had renegotiated the terms of its Anoual Exploration Permits (the "Permit') with Morocco's National Office of Hydrocarbons and Mines, which aligns the work programme commitments on the Permit and the Company's continued pursuit to unlock the exploration potential of the Eastern Morocco basin, with the expected phasing of the Company's recently announced Tendrara Production Concession Phase 1 development plan.  

In July 2020, the Company issued 863,682 new ordinary shares in respect of RSUs that had vested.

Subsequent to the period end, in August 2020 the Company placed 163,529,411 new ordinary shares at a price of 2.125 pence per share to raise £3.2 million after costs.

In August 2020 the Group received a notification from the tax authority in Morocco of its intention to assess Sound Energy Morocco East Limited for additional tax liabilities totalling approximately $14 million. The Group believes that the assessment arises from a misunderstanding of the underlying transactions and consequently intends on appealing the assessment. Accordingly, no liability has been recognised in the financial statements and the amount is considered to be a contingent liability.