rior to publication, the information contained within this announcement was deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.

24 March 2023

San Leon Energy plc

("San Leon" or the "Company")

Update on refinancing and proposed transactions

San Leon, the independent oil and gas production, development and exploration company focused on Nigeria, announces a further update in relation to: i) its current refinancing discussions and ii) the proposed transactions with Midwestern Oil & Gas Company Limited ("Midwestern") and the Company's further conditional investments in ELI (together the "Proposed Transactions").  Details of the Proposed Transactions were announced by the Company on 8 July 2022.

Update on the refinancing discussions

As announced by the Company on 20 December 2022, the Company was expecting to conclude a refinancing with a preferred alternative funding partner early in 2023. Discussions have advanced since then, albeit much slower than anticipated, both with this partner and also with a second potential lender.  However, the Company is now in final discussions and expects to complete the refinancing in the near term.  Further announcements will be made as and when appropriate.

Pending completion of the refinancing, the Company has received only very limited cash inflows and as a result continues to take steps to manage its overheads. These cashflows are contributing towards the day to day running of the business but several creditors remain outstanding, predominantly related to the ongoing transactions with Midwestern and ELI, as described more fully below.  The Company is maintaining a regular dialogue with these creditors and keeping them informed of the expected conclusion of the refinancing. The Company's creditors are not currently putting the Company under undue pressure and the board of directors (the "Board") is confident that all creditors will be settled following the conclusion of the proposed refinancing referenced above. 

In addition to the proposed refinancing, and as confirmed in the Company's recent announcement on 13 March 2023, San Leon continues to explore a potential sale of its non-core investments in Decklar Petroleum Limited, although the completion of that sale remains subject to the purchaser finalising its own funding arrangements. With documentation substantially agreed, San Leon has been advised by the purchaser that, once the purchaser's funding is in place, completion will take place within a matter of days.  Nevertheless, the timing is outside of the Company's control at present and further announcements will be made as and when appropriate.

Update on the Proposed Transactions

The Board continues to believe that the Proposed Transactions will be transformational for the Company and it continues to work towards their completion. However, the Board notes the recent challenge by NNPC Limited and OML 18 Energy Resource Limited of the operatorship of Oil Mining License (OML) 18 ("OML 18"), details of which have been announced by the Company on 7 and 13 March 2023. In addition, the Board notes that Eroton is in the Nigerian Law courts challenging the matter and expects the case to be resolved shortly.  San Leon expects that the New Eroton Debt Facility (details of which were announced on 8 July 2022) is unlikely to be completed whilst the legal action is ongoing but the Company understands that the documentation is in final form and, consequently, expects that completion could follow relatively shortly thereafter.

The Proposed MLPL Reorganisation was previously expected to be concluded by 31 March 2023 but, in light of the above and the pending conclusion of San Leon's refinancing, San Leon now expects completion of the Proposed Transactions to be in the second quarter of this year and the long stop dates of the various underlying agreements, currently set for 31 March 2023, will shortly be extended by mutual agreement.  Further announcements will be made by the Company as appropriate.

In addition, pending the potential refinancing described above, the Company has not yet been able to progress the Further ELI Investments.

Unless otherwise defined herein, the capitalised defined terms used in this announcement have the same meaning as those used in the Company's Admission Document.

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