Tender Offer Launch and Potential Transaction Update

LONDON--(BUSINESS WIRE)--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO BUY, AN OFFER OF, OR A SOLICITATION OF AN OFFER TO SELL, SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE TENDER OFFER IS SUBJECT TO OFFER AND DISTRIBUTION RESTRICTIONS IN THE UNITED STATES, THE UNITED KINGDOM, ITALY, FRANCE AND BELGIUM. SEE “OFFER AND DISTRIBUTION RESTRICTIONS” IN THE TENDER OFFER MEMORANDUM.

Nostrum Oil & Gas PLC

(incorporated under the laws of the England and Wales)

Nostrum Oil & Gas B.V.

(incorporated under the laws of the Netherlands)

TENDER OFFER LAUNCH AND POTENTIAL TRANSACTION UPDATE

Tender Offer Launch

Nostrum Oil & Gas B.V. (the “Offeror”) today announces its invitations to Eligible Holders of the following Notes, subject to the terms and conditions described in the Tender Offer Memorandum, to tender their Notes for purchase by the Offeror for cash prices to be determined pursuant to an unmodified reverse Dutch auction.

Description of Notes		Reg S CUSIP / ISIN; Private Placement CUSIP / ISIN	Principal Amount Outstanding	Minimum Purchase Price^1	Maximum Purchase Price^1	Purchase Price	Maximum Acceptance Amount
U.S.$250,000,000 5.00% Senior Secured Notes due 2026 (the “Notes”)		N64884AF1/ USN64884AF16; 66978CAF9/ US66978CAF95	U.S.$244,372,000^2	U.S.$400	U.S.$650	To be determined as set out herein pursuant to an unmodified reverse Dutch auction procedure^3	U.S.$30,000,000^4
1.	Per U.S.$1,000 in principal amount of the Notes.
2.	Reflects the cancellation of certain securities that were not claimed from the holding company trust.
3.	The total amount that will be due to an Eligible Holder on the Tender Offer Settlement Date for the Notes accepted for purchase pursuant to a valid Tender Instruction from such Eligible Holder will be an amount (rounded to the nearest U.S.$0.01, with half a cent being rounded upwards) equal to the sum of: (i) the Purchase Price Payment; and (ii) the Accrued Interest Payment on such Notes.
4.	On the terms and subject to the conditions contained in the Tender Offer Memorandum, the Offeror will accept validly tendered Notes for purchase such that the total amount payable by the Offeror for the Notes validly tendered and accepted for purchase (calculated as the sum of all relevant Purchase Price Payments but excluding any Accrued Interest Payments) does not exceed the Maximum Acceptance Amount.

This announcement does not contain the full terms and conditions of the Tender Offer, which are contained in the Tender Offer Memorandum dated 24 July 2026 prepared by the Offeror (the “Tender Offer Memorandum”). The Tender Offer Memorandum is available to Eligible Holders from GLAS Trust Company LLC (the “Information and Tender Agent”) from the date that it is available until the Tender Offer Settlement Date.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Background to the Transaction and Potential Transaction Update

On 30 March 2026, Nostrum Oil & Gas PLC (the “Parent”) announced via RNS that it had reached an in principle agreement with an ad hoc forum of beneficial owners of the Issuer’s Notes and the Issuer’s U.S.$345,078,171 1.00%/13.00% Senior Unsecured Notes due 2026 (Reg S ISIN: USN64884AE41; Private Placement ISIN: US66978CAD48) (the “Senior Unsecured Notes”) (that are not Sanctions Restricted Persons) representing more than 50% of the Notes and more than 50% of the Senior Unsecured Notes (the “Ad Hoc Forum”) regarding the key commercial terms for a proposed extension of the maturity date of the Notes and the Senior Unsecured Notes to 31 December 2030. The Parent explained in such announcement that launch of the Transaction was subject to receipt of a regulatory licence related to certain Noteholders that are Sanctions Restricted Persons. The Group obtained such regulatory licence at the end of May 2026.

In June 2026, the Group became aware that in connection with the ongoing withholding tax cases in Kazakhstan disclosed in the Parent’s previous public announcements – most recently in the announcement entitled “Further update regarding Kazakhstan withholding tax disputes” released by the Parent via RNS on 14 May 2026 (https://www.londonstockexchange.com/news-article/NOG/update-re-kazakhstan-withholding-tax-disputes/17592456) – certain immovable assets that secure the Senior Secured Note Liabilities were subjected to certain restrictions in Kazakhstan (together with any further restrictions that may be imposed, the “Applicable Kazakh Restrictions”). The immovable assets subject to the Applicable Kazakh Restrictions represent a significant majority of all immovable assets that secure the Senior Secured Note Liabilities. The Applicable Kazakh Restrictions are principally intended to restrict the Group from disposing of immovable assets. Whilst the Applicable Kazakh Restrictions do not in themselves create any breach of the terms of the Notes or the Senior Unsecured Notes and do not affect the ranking and priority of the security relating to the Senior Secured Note Liabilities, they could have been interpreted (under the local tax code) to have interfered with some steps required to implement certain terms of the transaction announced on 30 March 2026.

Following further discussions between the Parent and the Ad Hoc Forum, an in principle agreement was reached regarding certain amendments to the terms of the transaction announced on 30 March 2026, that sought to implement a long-term standstill (capable of being terminated by the appropriate majority) and, in so far as is possible in light of the Applicable Kazakh Restrictions, replicated the effect of the transaction that had been previously announced (the revised proposed transaction being, the “Transaction”).

Full details of the Transaction are available in the Tender Offer Memorandum as well as in the announcement entitled “Consent Solicitation” released by the Group via RNS on 26 June 2026 (https://www.londonstockexchange.com/news-article/NOG/consent-solicitation/17660384).

With respect to all aspects of the Transaction, other than the Offeror inviting Eligible Holders of the Notes to tender their Notes, the Issuer, through its announcement entitled “Consent Solicitation” (https://polaris.brighterir.com/public/nostrum_oil_gas/news/rns/story/x5epj2x), launched a consent solicitation (the “Consent Solicitation”) on 26 June 2026 pursuant which the Issuer solicited the necessary consents of eligible holders of the Notes and eligible holders of the Senior Unsecured Notes to approve, at meetings of the holders of the Notes and of the holders of the Senior Unsecured Notes, the relevant resolutions, and, as announced by the Issuer on 20 July 2026 in its announcement entitled “Consent Solicitation” (https://www.londonstockexchange.com/news-article/NOG/consent-solicitation/17696675), such resolutions were passed at such meetings.

As more fully described in the Issuer’s announcement entitled “Consent Solicitation” (https://www.londonstockexchange.com/news-article/NOG/consent-solicitation/17696675), the Supplemental Warrant Instrument was entered into on 20 July 2026 and became effective in accordance with its terms, and therefore the Warrant Director has stepped down as Warrant Director.

The other Consent Documents (excluding the New Shared Security Documents) were entered into; however, the effectiveness of such Consent Documents is conditional on the Offeror inviting Eligible Holders of the Notes to tender their Notes (save as described below) on the terms and subject to the conditions contained in the Tender Offer Memorandum and accepting (subject to scaling, as the case may be, on the terms and subject to the conditions contained in the Tender Offer Memorandum) Notes validly tendered pursuant to the Tender Offer (unless waived in accordance with the terms set out in the Consent Solicitation Memorandum). The Consent Conditions (General) (as defined in the Consent Solicitation Memorandum) outlined that the Maximum Purchase Price was to be U.S.$600 per U.S.$1,000 in principal amount of the Notes; however, in line with the terms and conditions of the Consent Solicitation, the Issuer and holders of more than 50% of the aggregate outstanding principal amount of the Notes have agreed to amend the Consent Conditions (General) such that the Maximum Purchase Price can be U.S.$650 per U.S.$1,000 in principal amount of the Notes, as described above, and the Group confirms that such agreement was verified by the Information and Tabulation Agent (as defined in the Consent Solicitation Memorandum).

This announcement does not contain all information in relation to the Consent Solicitation, which is set out in the Consent Solicitation Memorandum dated 26 June 2026 (the “Consent Solicitation Memorandum”) and which was made available to eligible holders on the terms and subject to the conditions contained therein.

The Consent Solicitation results described above are an important step, which is intended to provide the Group a stable platform while it contests the ongoing withholding tax cases in Kazakhstan and while the related Applicable Kazakh Restrictions subsist, and will allow the Group to assess broader strategic alternatives, including potential monetisation initiatives, refinancing options and the longer-term value of the Group’s asset base.

In particular, over recent years, the Group has been in discussions with various potential purchasers of the Group’s businesses. However, such approaches and discussions have not progressed beyond preliminary stages and have been at price levels significantly below the Group’s outstanding debts balance. During 2026, one of those potential purchasers has expressed renewed interest in purchasing the Group’s businesses and the Group is currently engaging with that interested party in relation to due diligence and potential transaction terms. Discussions remain ongoing and no binding agreement has been reached. The headline price, structure, conditions and application of any proceeds remain subject to negotiation. Based on the indicative price levels currently under discussion, the Group’s current capital structure and the Group’s current assessment of transaction costs, taxes, existing indebtedness, applicable restrictions and other liabilities, the Group currently expects that any such transaction, if agreed and completed, may enable repayment of the Notes in full and repayment of the Senior Unsecured Notes in part. The Group does not currently expect that there would be any material payments to ordinary shareholders of the Parent as part of any such transaction. Based on the current headline terms, such transaction would be subject to, among other things, board approvals, agreement on definitive transaction documentation, requisite approvals of holders of the Senior Unsecured Notes, requisite regulatory approvals and compliance with applicable laws. There can be no certainty whether or when any such transaction will be agreed, announced, implemented or completed, or as to its terms, conditions, timing or proceeds.

If the Transaction is not implemented and discussions around the potential purchaser’s expression of interest do not progress beyond preliminary stages, the directors of the Issuer (and other Group companies, including the Parent) would be forced to hold urgent discussions with the Ad Hoc Forum to assess alternative options that are available to the Group. Concurrently with such discussions, the directors of the Issuer (and other Group companies, including the Parent) would also need to evaluate whether they would need to file for insolvency in the relevant jurisdictions. If the directors of the Issuer (and other Group companies, including the Parent) were to determine that they would need to file for insolvency in the relevant jurisdictions, the recoveries for the Group’s creditors are likely to be significantly below par, and may be less than the potential value of recovery outside of an insolvency process.

Eligible Holders

The Tender Offer Memorandum is only issued to and directed at Eligible Holders for the purposes of the Tender Offer.

A Noteholder who is an Ineligible Holder (which, for the avoidance of doubt, includes a Noteholder who is a Sanctions Restricted Person) will not be permitted to submit a Tender Instruction. No Tender Instruction submitted by an Ineligible Holder will be accepted or counted. Therefore, a Noteholder who is an Ineligible Holder will not be eligible to receive any Purchase Price Payments and Accrued Interest Payments in respect of the Notes.

Indicative Timetable

The following table sets forth the expected dates and times of the key events relating to the Tender Offer. The dates and times below are indicative only. The below times and dates as they relate to the Tender Offer are subject to the right of the Offeror, in its sole discretion, at any time before any acceptance for purchase by it of any valid tenders of Notes pursuant to the Tender Offer, to amend, modify, extend, terminate and/or withdraw the Tender Offer at any time (subject to applicable law). Accordingly, the actual timetable may differ significantly from the indicative timetable below.

Event	Date and, if applicable, Time
Commencement of the Tender Offer.	24 July 2026
Expiration Deadline.	5:00 p.m. (New York City time) on 21 August 2026
Announcement of the results of the Tender Offer, satisfaction of the Consent Conditions (General) and occurrence of the Effective Date.	As soon as reasonably practicable after the Expiration Deadline
Tender Offer Settlement Date.   For the avoidance of doubt, Eligible Holders will not be entitled to receive any consent fee pursuant to the Consent Solicitation in respect of any Notes that are bought back by the Offeror pursuant to the Tender Offer.	Within 3 Business Days of the Effective Date

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from an Eligible Holder in order for that Eligible Holder to be able to participate in the Tender Offer before the deadlines specified above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and the Clearing System for the submission of Tender Instructions may be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Contact Information

Requests for additional copies of the Tender Offer Memorandum or related documents and questions relating to the procedures for participating in the Tender Offer should be directed to:

INFORMATION AND TABULATION AGENT

GLAS Trust Company LLC

3 Second Street, Suite 206

Jersey City, New Jersey 07311

United States

Email: [e-mail]

Dated: 24 July 2026

LEI of Nostrum Oil & Gas PLC: 213800SGF6UKA42KSB50

LEI of Nostrum Oil & Gas B.V.: 7245000TZTMGZHEKJ971

Further Information

For further information please visit www.nostrumoilandgas.com

About Nostrum Oil & Gas

Nostrum Oil & Gas PLC (the ultimate parent company of the Offeror and the Issuer) is an independent energy company with gas processing infrastructure and an 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 announcement are forward-looking. Forward-looking statements include statements regarding the intent, belief and current expectations of the Group or its officers with respect to various matters. When used in this announcement, 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 Group or any other entity, and shareholders of the Group are cautioned not to place undue reliance on the forward-looking statements. Save as required by the relevant listing rules and applicable law, the Group does not undertake to update or change any forward-looking statements to reflect events occurring after the date of this announcement.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which each holder of the Notes should read carefully before making a decision with respect to the Tender Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice regarding the consequences (financial, legal, tax or otherwise) of the Tender Offer immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial, legal or tax adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity immediately if they wish to participate in the Tender Offer.

Each Eligible Holder is solely responsible for making its own independent appraisal of all matters as such Eligible Holder deems appropriate to make its own decision whether or not to participate in the Tender Offer.

In accordance with normal practice, none of the Trustee, the Security Trustee, the Information and Tender Agent or the Registrar, nor any of their respective directors, officers, employees, agents or affiliates expresses any opinion on the merits of, makes any representation or recommendation whatsoever regarding, or shall be liable for, the Tender Offer or the Tender Offer Memorandum. None of the Trustee, the Security Trustee, the Information and Tender Agent or the Registrar, nor any of their respective directors, officers, employees, agents or affiliates have been involved in formulating the Tender Offer or the Tender Offer Memorandum and makes no representation or warranty with respect to the accuracy, validity, correctness or completeness of the Tender Offer Memorandum or any other documents proposed in connection therewith.

Before making a decision with respect to the Tender Offer, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in the section entitled “Risk Factors and Other Considerations” in the Tender Offer Memorandum.