REG - Sound Energy PLC - Operational Update, Term Loan & Equity Placing

Sound EnergyAnnouncement

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RNS Number : 3989X  Sound Energy PLC  20 March 2026

The information communicated within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulations (EU) No.
596/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the
Company's obligations under Article 17 of MAR. Upon the publication of this
announcement, this inside information is now considered to be in the public
domain.

 

20 March 2026

 

Sound Energy PLC

 

("Sound Energy", the "Company" and together with its subsidiary undertakings
the "Group")

 

Operational Update, Term Loan Facility and Equity Placing

 

Sound Energy PLC (AIM:SOU), the AIM quoted transition energy company,
announces that it has entered into a Term Loan Facility Agreement (the "Term
Loan") and an Equity Placing (the "Placing") to secure a total financing of
approximately US$2.2 million for working capital purposes and initial funding
of its solar power  joint-venture in Morocco.

 

Operational Update

 

Tendrara Phase 1 Micro-LNG Development

The Tendrara Gas Gathering System has been fully tested and commissioned, and
the LNG tank was successfully tested during the quarter, representing
important milestones in the development of the Tendrara Phase 1 project. The
Company is now preparing for the final commissioning of the micro-LNG plant,
which will enable the commencement of gas sales. The Operator, Mana Energy
Ltd, has received an updated schedule from the main subcontractor, Italfluid
Geoenergy S.r.l., which indicates the start of commercial gas sales in early
Q3 2026. The updated timing reflects delays in the delivery of the final
pieces of equipment required to complete the micro-LNG plant.

 

Solar Power Joint Venture

Further to our announcement on 17 June 2025, the company has now formally
entered into a Joint Venture, Tayra Energy SAS, with Moroccan renewables
specialist Gaia Energy Ltd.

 

The Joint Venture plans to develop up to 270 MW of installed photovoltaic
solar capacity across multiple locations in Morocco. Taking advantage of
Morocco's liberalised medium-voltage ("MV") grid, the joint venture intends to
develop solar power projects at a number of sites located close to MV
substations and end customers, enabling efficient grid access and attractive
power sales opportunities.

 

The first steps of the joint venture will be to work with the Moroccan
authorities and other stakeholders to determine which solar photovoltaic
project sites are most suitable for the joint venture to progress. These sites
will be chosen from a short-list of twelve sites for which Gaia has already
conducted a number of feasibility studies, or from a number of potential new
locations. Lease or purchase options have been secured for five of these sites
and discussions are ongoing for the remaining seven.

 

Term Loan Facility

The Company has entered into a €1.3 million Term Loan Facility Agreement
with an international investment bank (the "Lender"). The Term Loan will
provide the Company with access to additional working capital prior to receipt
of revenues from LNG sales from the Tendrara Phase I development.

 

Any amounts drawn down under the Term Loan will attract an interest rate of 20
per cent. per 120 days, accruing daily on a pro rata basis and will fall due
for repayment on or before 31 December 2026. The Company will pay the Lenders
a fee of €100,000 if no draw down is made.  In the event of default, the
principal plus accrued interest plus default interest (40 per cent. per 120
days) can, at the Lender's option, be converted into Sound Energy plc ordinary
shares priced at the VWAP of the 10-month period ending on the day preceding
the date of the conversion notice.

 

Equity Placing

The Company has raised gross proceeds of £0.5 million in a Placing via the
issue of 10,000,000 new Ordinary shares of 0.1 pence per share at a placing
price of 5.0 pence per share (the "issue price"). The issue price represents a
discount of 37.5% to the last closing bid price of the Company's shares on 19
March 2026.

 

An application has been made for the Placing shares to be admitted to trading
on AIM ("Admission"). The Placing shares will rank pari passu with the
existing ordinary shares in issue and it is expected that Admission will occur
on or around 8.00 a.m. on 25 March 2026.

 

Following Admission of the Placing shares, the Company's issued share capital
will comprise 226,154,466 Ordinary Shares of 0.1 pence each with voting rights
in the Company and 2,180,000 Sanctioned Holding Shares of 1.0 pence each
totalling 228,334,466 Ordinary Shares. The figure of 228,334,466 may be used
by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change in the interest in, the share capital of the Company under the FCA's
Disclosure and Transparency Rules.

 

Majid Shafiq, Chief Executive Officer, commented:

"The Company is pleased to have secured a combined debt and equity financing
package to fund working capital requirements to first gas from the Tendrara
Phase 1 project. Following an updated project timeline, first gas is now
expected at the start of Q3 2026, and the financing ensures the Company
remains fully funded through to this key milestone following the revised
commissioning schedule. The financing will also support the development of
Tayra, our solar joint venture announced today. This funding strengthens the
Company's balance sheet and provides the necessary resources to advance both
projects as key components of our strategy to deliver gas and renewable energy
developments in Morocco."

 

IMPORTANT NOTICE

This announcement does not constitute or form part of any offer or invitation
to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of
or issue, or any solicitation of any offer to sell, otherwise dispose of,
issue, purchase, otherwise acquire or subscribe for, any security in the
capital of the Company in any jurisdiction.

 

The information contained in this announcement is not to be released,
published, distributed or transmitted by any means or media, directly or
indirectly, in whole or in part, in or into the United States or to any US
Person. This announcement does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or to any US
Person. Securities may not be offered or sold in the United States absent: (i)
registration under the Securities Act; or (ii) an available exemption from
registration under the Securities Act. The securities mentioned herein have
not been, and will not be, registered under the Securities Act and will not be
offered to the public in the United States.

 

This announcement does not constitute an offer to buy or to subscribe for, or
the solicitation of an offer to buy or subscribe for, Ordinary Shares in the
capital of the Company or any other security in any jurisdiction in which such
offer or solicitation is unlawful. The securities mentioned herein have not
been, and the Ordinary Shares will not be, qualified for sale under the laws
of any of Canada, Australia, the Republic of South Africa or Japan and may not
be offered or sold in Canada, Australia, the Republic of South Africa or Japan
or to any national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan. Neither this announcement nor any copy of it may be
sent to or taken into the United States, Canada, Australia, the Republic of
South Africa or Japan. In addition, the securities to which this announcement
relates must not be marketed into any jurisdiction where to do so would be
unlawful.

 

Note regarding forward-looking statements

This announcement contains certain forward-looking statements relating to the
Company's future prospects, developments and business strategies.
Forward-looking statements are identified by their use of terms and phrases
such as "targets" "estimates", "envisages", "believes", "expects", "aims",
"intends", "plans", "will", "may", "anticipates", "would", "could" or similar
expressions or the negative of those, variations or comparable expressions,
including references to assumptions.

 

The forward-looking statements in this announcement are based on current
expectations and are subject to risks and uncertainties, which could cause
actual results to differ materially from those expressed or implied by those
statements. These forward-looking statements relate only to the position as at
the date of this announcement. Neither the Directors nor the Company undertake
any obligation to update forward looking statements, other than as required by
the AIM Rules for Companies or by the rules of any other applicable securities
regulatory authority, whether as a result of the information, future events or
otherwise. You are advised to read this announcement and the information
incorporated by reference herein, in its entirety. The events described in the
forward-looking statements made in this announcement may not occur.

 

Neither the content of the Company's website (or any other website) nor any
website accessible by hyperlinks on the Company's website (or any other
website) is incorporated in, or forms part of, this announcement.

 

Any person receiving this announcement is advised to exercise caution in
relation to the Subscription. If in any doubt about any of the contents of
this announcement, independent professional advice should be obtained.

 

For further information please visit www.soundenergyplc.com
(https://www.soundenergyplc.com/) , follow on X @soundenergyplc
(https://x.com/soundenergyplc?lang=en)  and LinkedIn or contact:

 

 Sound Energy plc c/o Flagstaff Communications

 Majid Shafiq CEO
 Flagstaff Strategic and Investor Communications                sound@flagstaffcomms.com

 Tim Thompson, Mark Edwards, Alison Allfrey                     +44 (0)207 129 1474
 Zeus - Nominated Adviser and Broker                            +44 (0)20 3829 5000

 James Joyce, Darshan Patel, Liv Highton (Investment Banking)

 Simon Johnson (Corporate Broking)

 

About Sound Energy PLC:

Sound Energy is a transition energy investment opportunity, listed on the UK
AIM market of the London Stock Exchange, with operations in Morocco centred
around onshore exploration, development and production of gas and advancing
renewable power generation initiatives. Gas is the focal transition fuel and
critical to the country's energy policy to move to sustainable, local
renewable energy, away from imported coal and hydrocarbon fuels. The company
has an interest in a 25-year development concession with a micro- LNG
development underway at Tendrara, the first major onshore gas resource in
Morocco, and a larger Phase 2 piped gas project awaiting FID. Small scale LNG
will supply the industrial market, whilst the piped gas development is for the
power sector. Exploration wells are funded to support infrastructure led
exploration potential. Together these give the company significant
opportunities for scalable growth on its 24,000 square km of onshore permits.
Sound Energy is therefore playing a pivotal role in responding to rising
energy demand in Morocco and facilitating the energy transition. This is
further enhanced by Sound's recent early-stage diversification into
opportunities in renewable power generation and hydrogen exploration in
Morocco. Sound has strong stakeholder engagement and partnerships with leading
Moroccan companies, thereby leveraging in-country expertise in renewable
energy projects and its gas developments. Financially, the company is focused
on revenue targets from Phase 1 LNG production, judicious investment for the
Phase 2 piped gas development and prudent cost management and balance sheet
deleveraging to fund asset development opportunities.

 

 

 

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