Final Results

RNS Number : 3815M

Tlou Energy Ltd

21 September 2021

Tlou Energy Limited

("Tlou" or "the Company")

Final Results

Tlou Energy Limited is developing power solutions in Sub-Saharan Africa through gas-fired power, solar power and hydrogen projects. The Company is listed on the ASX (Australia), AIM (UK) and the BSE (Botswana). The Lesedi Power Project ("Lesedi") is the Company's most advanced project. Tlou plans to develop gas and solar power generation assets at Lesedi with electricity to be sold into the local power grid.

The Company is pleased to announce its 2021 results. Tlou has made progress in many areas with operations and gas flow continuing at Lesedi, tenders awarded for the construction of assets to connect to the regional power grid and very significant progress made to finalise a 10MW Power Purchase Agreement as well as funding arrangements for the Lesedi project.

The Annual Report and Consolidated Financial Statements for the year ended 30 June 2021 are available on the Company's website: https://tlouenergy.com/financial_reports_notices

By Authority of the Board of Directors

Mr. Anthony Gilby

Managing Director

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

****

For further information regarding this announcement please contact:

Tlou Energy Limited	+61 7 3012 9793
Tony Gilby, Managing Director
Solomon Rowland, General Manager

Grant Thornton (Nominated Adviser)	+44 (0)20 7383 5100
Harrison Clarke, Colin Aaronson, Lukas Girzadas

Shore Capital (Broker)	+44 (0)20 7408 4090
Jerry Keen, Toby Gibbs, John More

Vigo Consulting (PR)	+44 (0)20 7390 0230
Patrick d'Ancona, Chris McMahon, Kendall Hill

Forward-Looking Statements

This announcement may contain certain forward-looking statements. Actual results may differ materially from those projected or implied in any forward-looking statements. Such forward-looking information involves risks and uncertainties that could significantly affect expected results. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this announcement. Tlou Energy Limited undertakes no obligation to update any forward-looking statements.

Chairman's letter

Dear Shareholders,

We continue to make progress towards establishing ourselves as a key power player in Botswana and Southern Africa through the exploration and development of power projects.

The Company has already made significant achievements including sustained gas flows at the Lesedi Power Project ("Lesedi"), signing of a Power Purchase Agreement with the Botswana Power Corporation (BPC), and securing an electricity generation licence from the Botswana Energy Regulatory Authority (BERA).

In addition to the above, during the past year the Company awarded contracts for construction of overhead powerlines and substations to connect Lesedi to the BPC grid. The Company engaged global engineering, management, and development consulting firm Mott McDonald to complete detailed engineering and design of the proposed ~100Km, 66kV overhead transmission line. Subsequently, the Company released tenders for construction and awarded the contract for the overhead powerlines to Zismo Engineering (Pty) Ltd and the substations construction at Lesedi and Serowe to Optipower.

Tlou received environmental approval to commence work on the Company's Boomslang Project which is located adjacent to the Lesedi Project. Under the approved Environmental Impact Statement (EIS) the Company can proceed with further development work including conducting seismic and geomagnetic surveys and drilling of core holes and pilot wells. Successful exploration and development of the Boomslang area could allow the Company to expand beyond the Lesedi area.

Following recent global developments for the production and use of hydrogen fuel, the Company has signed a Heads of Agreement with Synergen Met for the development of a hydrogen and solid carbon prototype to be installed at the Lesedi Project in Botswana. Leveraging on the Company's gas and solar developments, a successful prototype would expand commercial offtake opportunities available to the Company.

The Company also submitted a tender to BPC for the supply of natural gas to the Orapa 90MW power plant which is located north of Tlou's project area.

We are privileged to have the support of the forward-thinking government of Botswana. During the year, the Company was delighted to host a visit from the Honourable Minister Lefoko Moagi, Minister for Mineral Resources Green Technology and Energy Security, and his team to the Lesedi Project.

In June 2021, it was with great sadness that we announced the passing of the Company's Non-executive Director, Mrs Linah Mohohlo. Mrs Mohohlo joined the board in 2017 bringing a wealth of knowledge and experience to the board. Our thoughts continue to be with Mrs Mohohlo's family and friends.

This has been a highly active year for Tlou despite the challenges of COVID-19. We look forward to another successful year ahead. As always, I would like to take this opportunity to thank the Board, management, field staff and advisers, and most importantly our shareholders for their continued support during this tough but exciting time for Tlou.

Yours faithfully,

Martin McIver

Chairman

Managing Director's Report

Dear Shareholders,

Tlou is now ready to build the grid connection for the Lesedi Power Project as well as advancing our carbon neutral hydrogen strategy. Despite the interruption to our operations resulting from the pandemic, a series of positive events for the Company have unfolded over the period including: a Ministerial site visit to the Lesedi Project, signing of a 2MW PPA and grid connection agreement with Botswana Power Corporation, continued gas production at Lesedi and Boomslang permit environmental approval.

A tender process was conducted for the construction of the transmission line and associated sub-stations to connect to the electricity grid. The Company received several proposals with the transmission line tender awarded to Zismo Engineering and the sub-stations tender awarded to Optipower. The power line route has been surveyed and full environmental approval has been secured.

The Company's 10MW PPA with Botswana Power Corporation is well advanced at the time of writing. Tlou has decided to proceed with construction of the grid connection once the 10MW PPA is signed, and the balance of funds required for this process are secured.

As part of the Company's clean energy strategy, Tlou signed a binding Heads of Agreement (HOA) with Synergen Met Pty Ltd, a leading hydrogen developer using plasma technology. The HOA envisages the construction and commissioning of a hydrogen and solid carbon prototype to be installed at the Lesedi Project in Botswana.

Synergen Met utilises unique intellectual property in the form of plasma technology to convert methane to hydrogen and potentially valuable solid carbon via a carbon neutral process. Design work has commenced for the prototype to produce hydrogen and solid carbon using Tlou's existing gas flows and approvals. The prototype will be constructed and tested in Queensland prior to transport to Tlou's Lesedi Project in 1Q22.

The post-prototype objective is to grow this segment of Tlou's clean energy business via a Joint Venture with Synergen Met throughout the Southern African Development Community (SADC) region and potentially beyond. The HOA also contemplates Tlou's potential involvement with the Synergen Met IPO, currently scheduled for later this year. A successful Tlou hydrogen strategy is envisaged to:

· Create a potentially new market for the Company's gas

· Utilise Tlou's existing gas flow which is currently being flared

· Diversify Tlou's saleable products and customer base

· Result in huge expansion potential beyond a successful prototype

Tlou's methane will be fed into the plant to be converted via a plasma torch into hydrogen and solid carbon and producing no greenhouse gas emissions. In addition to methane as an input, electricity is required to power the plasma torch. Tlou intends to supply solar power to the plant which will assist in achieving carbon neutrality.

The hydrogen will be compressed and stored for use as a clean vehicle fuel as well as to produce electricity for the Lesedi gas to power project further assisting with carbon neutrality objectives. The solid carbon will be transported by road to a point of sale. Design modifications are intended to be introduced with time to increase the value of the solid carbon products produced.

The Company's strategic objective of providing cleaner electricity via natural gas, solar and hydrogen as well as producing potentially valuable solid carbon products should bode well for future growth prospects.

Yours faithfully,

Anthony (Tony) Gilby

Managing Director

Directors' report

The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity' or the 'Group') consisting of Tlou Energy Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at 30 June 2021.

General Information

Directors

The following persons were directors of Tlou Energy Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Martin McIver	Non-Executive Chairman
Anthony Gilby	Managing Director & Chief Executive Officer
Gabaake Gabaake	Executive Director
Colm Cloonan	Finance Director
Hugh Swire	Non-Executive Director
Linah Mohohlo	Non-Executive Director (Deceased, 2 June 2021)

Dividends

There were no Dividends recommended or paid during the financial year.

Principal activities

The principal activity of the consolidated entity is to develop power solutions in Sub-Saharan Africa through Coalbed Methane (CBM) gas-fired power, solar power, and hydrogen projects. No revenue from these activities has been earned to date, as the consolidated entity is still in the exploration and evaluation or pre-development stage.

Significant changes in the state of affairs

There were no other significant changes to the state of affairs of the consolidated entity other than those disclosed in the financial report and notes thereof.

Review and results of operations

The loss for the year amounted to $2,054,237 (30 June 2020: $12,950,601). The results are in line with expectations following the reduction in corporate expenditure during the year and the reduced level of operations due to the COVID-19 pandemic. The prior year loss is higher due to the impairment of some of the Group's non-core prospecting licences in that period.

Operations

Operations at the Company's Lesedi Power Project (Lesedi) continued during the year. Lesedi is the Company's most advanced project with plans in place to develop a power generation facility and sell power into the electricity grid in Botswana. Key stages to achieving first revenue from Lesedi include construction of transmission lines and sub-stations to connect to the existing power grid followed by installation of generation assets.

In order to complete the above, the Company is currently working on finalising a 10MW Power Purchase Agreement (PPA) with Botswana Power Corporation (BPC) and securing project finance to fund development. Negotiations in relation to both the PPA and funding are significantly advanced. The initial development of Lesedi is planned to be up to 10MW of gas-fired power with the potential for the project to generate annual revenue of approximately US$10m. Once the first 10MW is in place the project could rapidly expand.

The Company also plans to develop solar power. This can be a standalone project or as part of a hybrid solar/gas project. Solar and gas could be used together to provide reliable base load power, with solar generation during daylight hours and gas fired power used when solar is unavailable. This approach could potentially reduce carbon emissions compared to Botswana's existing coal and diesel fired generation.

As part of advancing the Company's clean energy strategy, Tlou is planning the production of carbon-neutral hydrogen and has signed a binding Heads of Agreement (HOA) with Synergen Met Pty Ltd (Synergen Met), a leading hydrogen developer using plasma technology. The HOA envisages the construction and commissioning of a hydrogen and solid carbon prototype to be installed at Lesedi.

Design work has commenced to build a prototype unit to produce hydrogen and solid carbon using Tlou's existing gas flows and approvals. The prototype will be constructed and tested in Queensland prior to transport to the Lesedi Project.

Matters subsequent to the end of the financial year

There has not been any matter or circumstance, other than that referred to in this report and disclosed in the financial statements or notes thereto, that has arisen since the end of the period, that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of these operations, or the state of affairs of the consolidated entity in future financial years.

Likely developments, risks and expected results of operations

The Company has drilled development wells in the Lesedi project area which have produced CBM gas. These wells were designed to achieve enhanced gas flow rates in the area proposed for the Company's initial project development. The gas flow rates from these wells are vitally important to assess the viability of the Lesedi project and management are confident that commercial gas flows can be achieved. However, at the date of this report the level of gas that can and will be produced from the project and if it will be at commercial rates is not yet known.

In addition, the Company plans to develop a solar project either as a standalone project or in conjunction with gas fired power. This is a new concept for the Company and may be subject to regulatory approvals. A decision on Tlou's application for a 10MW PPA for the sale of power produced from the Lesedi Project is yet to be concluded.

No guarantee can be given in relation to the results of the Company's operations, gas flow rates, success of PPA negotiations, approvals being granted or the ability to secure funds required to progress operations.

However, the regional electricity market in southern Africa continues to suffer from chronic shortage of supply, is heavily reliant on coal fired generation so development of solar and gas-fired power in the region remains an attractive commercial option. The Company does not anticipate there to be any significant impacts from COVID-19 in future financial years.

Environmental regulation

The Directors are satisfied that adequate systems are in place for the management of its environmental responsibilities and compliance with its various licence requirements and regulations. The Directors are not aware of any breaches of these requirements and to the best of their knowledge, all activities have been undertaken in compliance with environmental regulations.

Information on Directors

Martin McIver MBA

Special Responsibilities Non-Executive Chairman

Member of the Audit Committee

Member of the Risk Committee

Chairman of the Nomination & Remuneration Committee

Interest in Shares and options 812,102 Ordinary Shares

750,000 Performance Rights

Experience

Martin holds an MBA (International) from the American Graduate School of International Management, a Graduate Diploma in Applied Finance and Valuations (FINSIA/Kaplan) and a Bachelor of Business (Marketing) from the Queensland University of Technology.

Martin has over 15 years' experience as General Manager for mining services companies including bulk and dangerous goods logistics, and drilling services. Martin was the Executive General Manager of the Mitchell Group, a vertically integrated coal and coal seam gas company with investments and operations across Australia, Asia and Africa. Prior to joining the Mitchell Group, Martin was a Director in Mergers and Acquisitions with PricewaterhouseCoopers.

Martin was appointed Non-Executive Director in September 2010 and is currently the Chief Financial Officer of PWR Holdings Limited (ASX:PWH). During the past three years Martin has not served as a director of any other ASX listed companies.

Anthony Gilby B.Sc. (First Class Honours)

Special Responsibilities Managing Director and Chief Executive Officer

Member of the Audit Committee

Member of the Nomination & Remuneration Committee

Interest in Shares and options 34,489,580 Ordinary Shares

750,000 Performance Rights

6,249,999 Options

Experience

Tony was appointed Managing Director and Chief Executive Officer in March 2012 and has over 30 years' experience in the oil and gas industry. He is a founding director of Tlou Energy Limited.

Tony was awarded a Bachelor of Science (First Class Honours) degree in Geology from the University of Adelaide in 1984, and also won the University Medal in Geology (Tate Memorial Medal). Tony began his career working as a well-site geologist for Delhi Petroleum in the Cooper Basin. He subsequently joined ESSO Australia. His roles with ESSO included exploration geology, geophysics, petrophysics and a period of time working in the Exxon Production Research Centre in Houston studying the seismic application of sequence stratigraphy.

On his return to Australia, he continued to work with ESSO in a New Ventures capacity working on a variety of projects prior to relocating to Brisbane where he worked for MIM Petroleum and the Louisiana Land and Exploration Company (LL&E). In 1996, he left LL&E to take on a consulting role as well as the acquisition of prospective Queensland acreage in a private capacity. This work culminated with the founding of Sunshine Gas Limited where he remained Managing Director until its sale in late 2008. He is a former Non-Executive director of ASX listed Comet Ridge Limited.

Gabaake Gabaake M.Sc.

Special Responsibilities Executive Director

Member of the Risk Committee

Member of the Nomination & Remuneration Committee

Interest in Shares and options 385,999 Ordinary Shares

750,000 Performance Rights

27,571 Options

Experience

Gabaake graduated with a Bachelor of Science degree in Geology from the University of Botswana in 1986 followed by a Masters degree in groundwater hydrology from the University College of London in 1989.

Gabaake is a Botswana citizen based in Gaborone. He is a former Botswana Government senior public servant having worked as Permanent Secretary at the Ministry of Minerals, Energy and Water Resources. Prior to that, he served at the Ministry of Local Government.

Gabaake has served on various private company boards including De Beers Group, Debswana Diamond Company (Pty) Limited and Diamond Trading Company Botswana. During the past three years, Gabaake has not served as a director of any other ASX listed companies.

Colm Cloonan FCCA

Special Responsibilities Finance Director

Member of the Audit Committee

Member of the Nomination & Remuneration Committee

Interest in Shares and options 1,931,112 Ordinary Shares

750,000 Performance Rights

375,000 Options

Experience

Colm Cloonan is the Company's Finance Director. Colm is a Fellow of the Association of Chartered Certified Accountants (FCCA) with 20 years' experience in various finance roles.

Colm joined Tlou in 2009 at the early stages of the Company's activities and has been with the Company through all phases of its operations and development to date. Colm has worked in Europe and Australia in a range of finance roles including audit and business services, as well as providing financial and management accounting services to clients in various industries including power generation in Australia.

Colm studied accountancy at the Galway-Mayo Institute of Technology in Ireland. During the past three years Colm has not served as a director of any other ASX listed companies.

Hugh Swire BA (Hons)

Special Responsibilities Non-Executive Director

Chair of the Risk Committee

Member of the Nomination & Remuneration Committee

Interest in Shares and options 10,065,921 Ordinary Shares

500,000 Performance Rights

2,750,415 Options

Experience

Hugh started his career working with Mahon China, an established investment management and advisory partnership based in Beijing. Active in China since 1985, Mahon China have over 3 decades of experience advising foreign companies with investments and corporate activities in China. Hugh has remained a Partner of the firm and now supports UK / EU companies from London looking to expand and find partners in China or increasingly support Chinese companies looking to make investments internationally.

After leaving Mahon China, Hugh spent a decade working for Investment funds and international banks in Hong Kong and Tokyo where he worked for Nomura as well as in London for JP Morgan where he was Vice President.

Since 2010, Hugh has been focused on supporting fast growing UK companies in the low carbon and technology sectors by investing growth capital in Water Powered Technologies Ltd, a leading innovator in zero energy water management systems as well as MWF Ltd, one of the largest suppliers of renewable heat in the UK, which has since been sold to Aggregated Micro Power Holdings plc. Hugh also helped found a leading technology education company Black Country Atelier Ltd, which provides specialist training courses to students globally in 3D printing (CAM) digital electronics and CAD.

Hugh still travels to China after studying Chinese at Oxford University graduating with a BA Hons. During the past three years Hugh has not served as a director of any other ASX listed companies.

Remuneration Report - audited

This report outlines the remuneration arrangements in place for the key management personnel of the consolidated entity.

Remuneration policy

Ensuring that the level of Director and Executive remuneration is sufficient and reasonable is dealt with by the full Board. The Remuneration Policy of Tlou Energy Limited has been designed to align the objectives of key management personnel with shareholder and business objectives. The Board of Tlou Energy Limited believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best key management personnel to run and manage the consolidated entity, as well as create shared goals between key management personnel and shareholders.

The Board's policy for determining the nature and amount of remuneration for the executive Directors and senior executives of the consolidated entity is as follows:

· The remuneration policy is developed by the Board after seeking, if appropriate, professional advice from independent external consultants.

· Executives employed by the consolidated entity receive a base salary (which is based on factors such as length of service and experience), inclusive of superannuation, fringe benefits, options, and performance incentives where appropriate. If performance incentives are put in place these will generally only be paid once predetermined key performance indicators have been met.

· Executives engaged through professional service entities are paid fees based on an agreed market based hourly rate for the services provided and may also be entitled to options and performance-based incentives.

· Incentives paid in the form of options or performance rights are intended to align the interests of management, the Directors and Company with those of the shareholders. In this regard, executives are prohibited from limiting risk attached to those instruments by use of derivatives or other means.

The Board reviews executive remuneration arrangements annually by reference to the consolidated entity's performance, executive performance and comparable information from industry sectors.

Key management personnel including Non-executive Directors located in Australia and employed executives receive the superannuation guarantee contribution required by the Commonwealth Government, which is currently 9.5% and do not receive any other retirement benefits. Individuals, however, can chose to sacrifice part of their salary to increase payments towards superannuation.

Non-Executive Director Remuneration

The Board's policy is to remunerate Non-Executive Directors for time, commitment, and responsibilities. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties, and accountability. Independent external advice is sought when required.

The maximum aggregate amount of fees that can be paid to Non-Executive Directors is $500,000 per year. This was approved by shareholders at a general meeting held on 10 July 2012.

Fees for Non-Executive Directors are not linked to the performance of the consolidated entity, however, to align Directors interests with shareholder interests, where possible the Directors are encouraged to hold shares in the Company. There is no minimum holding prescribed in the Constitution.

Performance conditions linked to remuneration

The Board provides advice on remuneration and incentive policies and practices and specific recommendations on remuneration packages and other terms of employment for executive Directors, other senior executives, and Non-Executive Directors. The aim is to ensure that reward for performance is competitive and appropriate for the results delivered.

Remuneration and the terms and conditions of employment for executive Directors and Company executives are reviewed annually having regard to performance and relative comparative information and are approved by the Board following independent professional advice, as required. In this respect, consideration is given to normal commercial rates of remuneration for similar levels of responsibility.

Key management personnel during the financial year ended 30 June 2021

Directors

Martin McIver Non-Executive Chairman

Anthony Gilby Managing Director and Chief Executive Officer

Gabaake Gabaake Executive Director

Colm Cloonan Finance Director

Hugh Swire Non-Executive Director

Linah Mohohlo Non-Executive Director (Deceased, 2 June 2021)

Executives

Solomon Rowland Company Secretary

There were no other key management personnel of the consolidated entity during the financial year ended 30 June 2021.

Details of remuneration

Details of remuneration of each of the Directors and executives of the consolidated entity during the financial year are set out in the table below.

Benefits and Payments for the year ended 30 June 2021

	Short-term benefits		Post Employment benefits	Long term benefits
	Salary & Fees	Cash Bonus	Superannuation	Leave Benefits	Total Cash Remuneration	Total
Directors	$	$	$	$	$	$
M McIver	12,000	-	1,410	-	13,410	13,410
A Gilby	146,787	-	6,353	7,575	160,715	160,715
G Gabaake	83,596	-	13,614	2,756	99,966	99,966
C Cloonan	132,456	-	23,548	-	156,004	156,004
H Swire	12,000	-	-	-	12,000	12,000
L Mohohlo	11,000	-	-	-	11,000	11,000
Total Directors	397,839	-	44,925	10,331	453,095	453,095


Executives
S Rowland	141,027	-	13,398	30,001	184,426	184,426
Total Executives	141,027	-	13,398	30,001	184,426	184,426
Total	538,866	-	58,323	40,332	637,521	637,521

During the 2021 year, no proportion of the remuneration of any key management personnel was performance based. No key management personnel received cash bonuses, performance related bonuses, termination benefits or non-cash benefits during the year.

Benefits and Payments for the year ended 30 June 2020

	Short-term benefits		Post Employment benefits	Long Term benefits
	Salary & Fees	Cash Bonus	Superannuation	Leave Benefits	Total
Directors	$	$	$	$	$
M McIver	48,000	-	4,560	-	52,560
A Gilby	320,651	-	15,934	68,180	404,765
G Gabaake	106,103	-	10,080	2,473	118,656
C Cloonan	199,609	-	18,963	-	218,572
H Swire	30,000	-	-	-	30,000
L Mohohlo	30,000	-	-	-	30,000
Total Directors	734,363	-	49,537	70,653	854,553


Executives
S Rowland	163,534	-	15,536	-	179,070
Total Executives	163,534	-	15,536	-	179,070
Total	897,897	-	65,073	70,653	1,033,623

During the 2020 year, no proportion of the remuneration of any key management personnel was performance based. No key management personnel received cash bonuses, performance related bonuses, termination benefits or non-cash benefits during the year.

Service agreements

The following outlines the remuneration and other terms of employment for the following personnel during the reporting period which are formalised in employment contracts for services.

Anthony Gilby Managing Director and Chief Executive Officer

Term of Agreement: Mr Gilby's services are provided in a personal capacity. The agreement has no fixed term. Mr Gilby has agreed to waive up to 75% of his current contracted rate. The amount waived will not be payable by the Company at a future date. Including a 75% reduction and adjustments for industry standards and CPI the annual cost to the Company is approximately $160,000.

Termination Benefit: No termination benefit is payable if terminated for cause.

Termination Notice: The Company may give Mr Gilby three months' notice or pay 1.5 times his contracted salary in lieu of notice to terminate the Agreement.

Solomon Rowland Company Secretary

Term of Agreement: Mr Rowland's services are provided in a personal capacity. The agreement has no fixed term.

Base Fee: Mr Rowland has agreed to waive up to 40% of his current contracted rate. The amount waived will not be payable by the Company at a future date. Including a 40% reduction and adjustments for industry standards and CPI the annual cost to the Company is approximately $150,000.

Termination Benefit: No termination benefit is payable if terminated for cause.

Termination Notice: The Company may give the Company Secretary six months' notice of its intention to terminate the Agreement.

Gabaake Gabaake Executive Director

Term of Agreement: Mr Gabaake's services are provided in a personal capacity. The agreement has no fixed term.

Base Fee: Based on the contracted rate and taking account of exchange rate estimates and adjustments for industry standards and CPI the annual cost to the Company is approximately $200,000.

Termination Benefit: No termination benefit is payable if terminated for cause.

Termination Notice: The Company may give the Executive Director six months' notice of its intention to terminate the Agreement.

Colm Cloonan Finance Director

Term of Agreement: Mr Cloonan's services are provided in a personal capacity. The agreement has no fixed term.

Base Fee: Mr Cloonan has agreed to waive up to 50% of his current contracted rate. The amount waived will not be payable by the Company at a future date. Including a 50% reduction, exchange rate estimates and adjustments for industry standards and CPI the annual cost to the Company is approximately $160,000.

Termination Benefit: No termination benefit is payable if terminated for cause.

Termination Notice: The Company may give the Finance Director six months' notice of its intention to terminate the Agreement.

Key management personnel shareholdings

The number of ordinary shares in Tlou Energy Limited held by each key management person of the consolidated entity during the financial year is set out below. These figures do not include any shares issued post year end.

30 June 2021	Balance at beginning of year	Granted as remuneration during the year	Additions*	Disposals	Balance at date of resignation / appointment	Balance at end of year
M McIver	812,102	-	-	-	-	812,102
A Gilby	21,989,580	-	12,500,000	-	-	34,489,580
G Gabaake	330,857	-	55,142	-	-	385,999
C Cloonan	1,181,112	-	750,000	-	-	1,931,112
H Swire	4,560,092	-	5,505,829	-	-	10,065,921
L Mohohlo	-	-	-	-	-	-
S Rowland	250,000	-	225,000	-	-	475,000
	29,123,743	-	19,035,971	-	-	48,159,714

*Acquired though participation in a rights issue during the year.

Key management personnel Options

The number of options in Tlou Energy Limited held by each key management person of the consolidated entity during the financial year is set out below. These figures do not include any options issued post year end. The options in this table are attaching options to shares that were issued.

30 June 2021	Balance at beginning of year	Granted as remuneration during the year	Additions**	Expired	Balance at date of resignation / appointment	Balance at end of year
M McIver	-	-	-	-	-	-
A Gilby	-	-	6,249,999	-	-	6,249,999
G Gabaake	-	-	27,571	-	-	27,571
C Cloonan	-	-	375,000	-	-	375,000
H Swire	-	-	2,750,415	-	-	2,750,415
L Mohohlo	-	-	-	-	-	-
S Rowland	-	-	87,500	-	-	87,500
	-	-	9,490,485	-	-	9,490,485

**Acquired though participation in a rights issue during the year.

Performance rights

Performance Rights are linked to the share price performance of the Company, ensuring alignment with the interests of the Company's shareholders. The Performance Rights issued to key management personnel are split into Tranches of 250,000 shares. For the Performance Rights to vest and, therefore, become exercisable by a participant, certain performance conditions are required to be met as set out below. On vesting, holders of Performance Rights will be entitled to acquire Tlou Energy Limited ordinary shares at nil cost.

Performance rights held by key management personnel at 30 June 2021 are as set out below:

30 June 2021	Tranche	Issue Date	Opening Balance	Value	Exercised	Lapsed	Balance at Year End	Unvested
M McIver	(i)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(ii)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(iii)	31-Jan-17	250,000	34,000	-	-	250,000	250,000

A Gilby	(i)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(ii)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(iii)	31-Jan-17	250,000	34,000	-	-	250,000	250,000

G Gabaake	(i)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(ii)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(iii)	31-Jan-17	250,000	34,000	-	-	250,000	250,000

C Cloonan	(i)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(ii)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(iii)	31-Jan-17	250,000	34,000	-	-	250,000	250,000

H Swire	(i)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(ii)	19-Oct-18	250,000	21,575	-	-	250,000	250,000

L Mohohlo	(i)	19-Oct-18	250,000	21,575	-	250,000	-	-
	(ii)	19-Oct-18	250,000	21,575	-	250,000	-	-

S Rowland	(i)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(ii)	19-Oct-18	250,000	21,575	-	-	250,000	250,000
	(iii)	31-Jan-17	250,000	34,000	-	-	250,000	250,000
Total			4,750,000	472,050	-	500,000	4,250,000	4,250,000

Tranche	Performance conditions and expiry date
(i)	To vest the share price needs to be AUD $0.165 or greater for a period of 10 consecutive trading days. These performance rights expire on 31/01/2025.
(ii)	To vest the share price needs to be AUD $0.22 or greater for a period of 10 consecutive trading days. These performance rights expire on 31/01/2025.
(iii)	To vest the share price needs to be AUD $0.28 or greater for a period of 10 consecutive trading days. These performance rights expire on 31/01/2024.

Shares issued on exercise of performance rights

Other than as shown in the table above, no other shares were issued on exercise of performance rights up to the date of this report.

Relationship between remuneration and Company performance

The factors that are considered to affect shareholder return during the last five years is summarised below:

	2021	2020	2019	2018	2017
Share price at end of financial year ($)	0.039	0.040	0.115	0.10	0.11
Market capitalisation at end of financial year ($M)	23	18	52	35	33
Loss for the financial year ($)	(2,054,237)	(12,950,601)	(3,216,695)	(2,810,730)	(3,165,323)
Cash spend on exploration programs ($)	(797,340)	(1,766,761)	(6,942,758)	(3,330,951)	(1,852,642)

Director and Key Management Personnel remuneration ($)	637,521	1,033,623	1,560,338	1,168,943	964,891

Given that the remuneration is commercially reasonable, the link between remuneration, Company performance and shareholder wealth generation is tenuous, particularly in the exploration and development and pre-development stage. Share prices are subject to market sentiment towards the sector and increases or decreases may occur independently of executive performance or remuneration.

The Company may issue options or performance rights to provide an incentive for key management personnel which, it is believed, is in line with industry standards and practice and is also believed to align the interests of key management personnel with those of the Company's shareholders.

No remuneration consultants were used in the 2021 financial year.

Other transactions with key management personnel and their related parties

	2021	2020
	$	$
Payment for goods and services:
Office rent paid to The Gilby McKay Alice Street Partnership, a director-related entity of Anthony Gilby.	12,000	27,500

Terms and conditions: Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. There were no amounts payable as at 30 June 2021. The reduction in office rent from 2020 was due to a reduced rate that was charged to the Company.

(End of Remuneration Report)

Company secretary

Mr Solomon Rowland was appointed Company Secretary on 19 August 2015 and continues in office at the date of this report. Mr Rowland is a commercial lawyer with over 20 years' experience in various private, government and in-house legal roles. Solomon holds a Juris Doctor from the University of Queensland.

Prior to joining Tlou Energy Limited as Legal Counsel in February 2013, Solomon worked for Crown Law representing various Queensland government departments in a range of legal matters. During his time in government, Solomon was involved in advising government departments on commercial, corporate governance and policy matters as well as representing the state in various courts, tribunals, and commissions of Inquiry. Solomon brings many years of experience in commercial, advocacy, administrative and planning and environment law.

Meetings of directors

The number of meetings of the consolidated entity's Board of Directors and committees held during the year ended 30 June 2021, and the number of meetings attended by each Director are listed below. The Nomination & Remuneration committee comprises the full board.

	Board / Nomination & Remuneration Committee		Audit Committee		Risk Committee
	Attended	Held	Attended	Held	Attended	Held
M McIver	8	8	2	2	4	4
A Gilby	8	8	2	2	-	-
G Gabaake	7	8	-	-	4	4
C Cloonan	8	8	2	2	-	-
H Swire	8	8	-	-	4	4
L Mohohlo	6	8	2	2	-	-

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

Shares under option

Unissued ordinary shares of Tlou Energy Limited under option at the date of this report are as follows:

Grant date	Expiry date	Exercise price	Number under option
20-Jul-20	20-Jul-22	$0.08	57,509,400

Issued performance rights at the date of this report are as follows:

Vesting Date	Exercise Price	1/07/2020	Issued	Exercised	Expired	13/09/2021
19 October 2018	$0.165	2,475,000	-	-	250,000	2,225,000
19 October 2018	$0.22	2,475,000	-	-	250,000	2,225,000
31 January 2017	$0.28	2,275,000	-	-	-	2,275,000
		7,225,000	-	-	500,000	6,725,000

Shares issued on the exercise of options and performance rights

Other than those disclosed in the table above there were no ordinary shares of Tlou Energy Limited issued during or since the year ended 30 June 2021 on the exercise of options or performance rights granted or up to the date of this report.

Indemnity and insurance of officers

The consolidated entity has indemnified the Directors and executives of the consolidated entity for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the consolidated entity paid a premium in respect of a contract to insure the Directors and executives of the consolidated entity against a liability to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

Currency and rounding

The financial report is presented in Australian dollars and amounts are rounded to the nearest dollar.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 can be found on page 22of the financial statements on the company's website.

Auditor

BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001 .

Non-audit services

The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the consolidated entity are important.

The Board of Directors has considered the position and, in accordance with advice received from the Audit Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

· all non-audit services have been reviewed to ensure they do not impact the impartiality and objectivity of the auditor; and

· none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.

Details of the amounts paid or payable to the auditor for non-audit services provided during the year are set out below.

	2021	2020
	$	$
Non-audit services - BDO Australia:
Tax consulting and compliance services	13,900	10,700
Total	13,900	10,700

This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001 .

On behalf of the Directors

Anthony Gilby

Director

Brisbane, 21 September 2021

2021 Annual Reserves Statement

Tlou Energy Limited is pleased to present its Annual Reserves Statement for the period ending 30 June 2021. There has been no adjustment to the net gas reserves and contingent resources of the Company since the last upgraded reserves were announced on 20 February 2018. Please refer to the ASX announcement on 20 February 2018 for full details of the consolidated entity's gas reserves and contingent resources.

Having conducted a review of its gas reserves and resources position during the reporting period and satisfying itself that there was no new data that might materially increase the reserves or resources estimates reported during the reporting period, the Company hereby presents the net gas reserves and contingent resources on a combined basis as well as for each of its individual tenements as at 30 June 2021:

Location	Project	Tlou Interest	Gas Reserves (BCF)
			30/06/2021	30/06/2020	30/06/2021	30/06/2020	30/06/2021	30/06/2020
			1P*	1P	2P*	2P	3P	3P
Karoo Basin Botswana	Lesedi CBM (all coal seams) PL001/2004, ML 2017/18L	100%	0.34	0.34	25.2	25.2	252	252
Karoo Basin Botswana	Mamba CBM (Lower Morupule coal) PL238/2014 - PL241/2014	100%	0.01	0.01	15.5	15.5	175	175
Karoo Basin Botswana	PL003/2004, PL035/2000, PL037/2000	100%	-	-	-	-	-	-
Total			0.35	0.35	40.7	40.7	427	427

Location	Project	Tlou Interest	Gas Contingent Resource (BCF)
			30/06/2021	30/06/2020	30/06/2021	30/06/2020	30/06/2021	30/06/2020
			1C	1C	2C**	2C**	3C	3C
Karoo Basin Botswana	Lesedi CBM (all coal seams) PL001/2004, ML 2017/18L	100%	4.6	4.6	214	214	3,043	3,043
Karoo Basin Botswana	Mamba CBM (Lower Morupule coal) PL238/2014 - PL241/2014	100%	-	-	-	-	-	-
Karoo Basin Botswana	PL003/2004, PL035/2000, PL037/2000	100%	-	-	-	-	-	-
Total			4.6	4.6	214	214	3,043	3,043

ASX Listing Rules Annual Report Requirements

*Listing Rule 5.39.1:

· All 1P and 2P petroleum reserves recorded in the table are undeveloped and are attributable to unconventional gas.

· 100% of all 1P and 2P petroleum reserves are located in the Karoo Basin in Botswana.

*Listing Rule 5.39.2:

· All 1P and 2P petroleum reserves reported are based on unconventional petroleum resources.

Listing Rule 5.39.3:

· The table shows the 2P and 3P petroleum reserves as at 30 June 2021 and comparative petroleum reserves certified at 30 June 2020.

Governance Arrangements and Internal Controls Listing Rule 5.39.5:

· Tlou Energy has obtained all its gas reserves and resources reported as at 30 June 2021 from external independent consultants who are qualified petroleum reserves and resource evaluators as prescribed by the ASX Listing Rules.

· Tlou Energy estimates and reports its petroleum reserves and resources in accordance with the definitions and guidelines of the Petroleum Resources Management System 2007, published by the Society of Petroleum Engineers (SPE PRMS).

· To ensure the integrity and reliability of data used in the reserves estimation process, the raw data is reviewed by senior reservoir and geological staff and consultants at Tlou Energy before being provided to the independent reserve certifiers. Tlou Energy has not and does not currently intend to conduct internal reviews of petroleum reserves preferring to appoint independent external experts prior to reporting any updated estimates of reserves or resources to ensure an independent and rigorous review of its data.

· Tlou Energy reviews and updates its gas reserves and resources position on an annual basis to ensure that if there is any new data that might affect the reserves or resources estimates of the Company steps can be taken to ensure that the estimates are adjusted accordingly.

** Listing Rule 5.40.1:

· All 2C contingent resources recorded in the table are undeveloped. 100% of the reported 2C contingent resource is attributable to unconventional gas.

· The geographical areas where the 2C contingent resources are located is the Karoo Basin in Botswana.

Listing Rule 5.40.2:

· The table shows the 2C and 3C contingent resources as at 30 June 2021 as against the previous year. The net 2C and 3C contingent resources did not increase from the 2020 year to the 2021 year.

· There were no other changes to the 2C and 3C contingent resources since the announcement on 20 February 2018.

Listing Rule 5.44:

· The estimates of Reserves and Contingent Resources appearing in the 2021 Annual Reserves Statement for Tlou Energy Limited and its subsidiaries are based on, and fairly represent, information and supporting documentation determined by the various qualified petroleum reserves and resource evaluators listed below.

· The gas reserves and resource estimates for the Lesedi CBM Project provided in this report were released to the Market on 20 February 2018 ('Announcement'). Tlou Energy confirms that it is not aware of any new information or data that materially affects the information included in the Announcement and that all the material assumptions and technical parameters underpinning the estimates in the Announcement continue to apply and have not materially changed. The gas reserve and resource estimates are based on and fairly represents, information and supporting documentation and were determined by Dr. Bruce Alan McConachie of SRK Consulting (Australasia) Pty Ltd, in accordance with Petroleum Resource Management System guidelines. Dr. McConachie is considered to be a qualified person as defined under the ASX Listing Rule 5.42 and has given his consent to the use of the resource figures in the form and context in which they appear in this report.

Notes to Net Reserves and Resources Table:

1) Gas Reserve and Resource numbers have been rounded to the nearest whole number.

2) Gas Resource numbers have been rounded to the nearest tenth for amounts less than 100 BCF, otherwise to the nearest whole number.

3) Tlou's Gas Reserves have not been adjusted for fuel or shrinkage and have been calculated at the wellhead (which is the reference point for the purposes of Listing Rule 5.26.5).

4) Contingent Gas Resources are (100%) Unrisked Gross and are derived from the SRK certification at 31 March 2015 for all coal seams (as previously announced by Tlou on 9 April 2015) with adjustment for the gas volumes which have now been certified by SRK in the Gas Reserves category.

5) ASX Listing Rule 5.28.2 Statement relating to Prospective Resources:

The estimated quantities of petroleum gas that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially moveable hydrocarbons.

6) Prospective Gas Resources are (100%) Unrisked Gross and are derived from a report to Tlou from Netherland, Sewell and Associates Inc (NSAI) dated 16th February 2012 regarding certification for all coal seams located in the remaining prospecting licences (as previously announced by Tlou in its prospectus dated 20 February 2013).

Consolidated Statement of Comprehensive Income for the year ended 30 June 2021

			Consolidated
	Note		June 2021		June 2020
			$		$

Interest income				482		451
Other income				50,000		68,000

Expenses
Employee benefits expense		3		(603,271)		(1,021,320)
Depreciation expense				(597,189)		(580,713)
Impairment - exploration and evaluation assets				-		(10,647,734)
Foreign exchange gain/(loss)				122,403		36,968
Share based payment expense		3		-		(49,881)
Professional fees				(202,317)		(171,767)
Occupancy costs				(12,000)		(50,203)
Other expenses		3		(812,345)		(903,755)
LOSS BEFORE INCOME TAX				(2,054,237)		(13,319,954)
Income tax	4		-		369,353
LOSS FOR THE PERIOD				(2,054,237)		(12,950,601)

OTHER COMPREHENSIVE INCOME/(LOSS)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations				(303,597)		(3,993,594)
Tax effect	4		-		-
TOTAL OTHER COMPREHENSIVE INCOME/(LOSS)				(303,597)		(3,993,594)
TOTAL COMPREHENSIVE INCOME/(LOSS)				(2,357,834)		(16,944,195)

Earnings per share
			Cents		Cents
Basic loss per share		5		(0.4)		(2.9)
Diluted loss per share		5		(0.4)		(2.9)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position as at 30 June 2021

		Consolidated
	Note	June 2021	June 2020
		$	$
CURRENT ASSETS
Cash and cash equivalents	6	6,385,384	1,576,471
Trade and other receivables		267,258	206,799
Other current assets		2,201	87,682
TOTAL CURRENT ASSETS		6,654,843	1,870,952

NON-CURRENT ASSETS
Exploration and evaluation assets	8	48,855,466	48,163,968
Other non-current assets	9	626,352	708,908
Property, plant and equipment	7	844,336	1,273,953
TOTAL NON-CURRENT ASSETS		50,326,154	50,146,829
TOTAL ASSETS		56,980,997	52,017,781


CURRENT LIABILITIES
Trade and other payables	10	135,127	161,463
Lease liabilities		13,167	-
Provisions	11	297,636	236,010
TOTAL CURRENT LIABILITIES		445,930	397,473

NON-CURRENT LIABILITIES
Lease liabilities		73,153	-
Provisions	11	114,000	114,000
TOTAL NON-CURRENT LIABILITIES		187,153	114,000
TOTAL LIABILITIES		633,083	511,473

NET ASSETS		56,347,914	51,506,308


EQUITY
Contributed equity	12	106,763,927	99,753,504
Reserves		(5,230,347)	(5,115,767)
Accumulated losses		(45,185,666)	(43,131,429)

TOTAL EQUITY		56,347,914	51,506,308

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity for the year ended 30 June 2021

	Contributed Equity	Share Based Payments Reserve	Foreign Currency Translation Reserve	Accumulated Losses	Total
	$	$	$	$	$
Consolidated
Balance at 1 July 2019	99,753,504	686,706	(1,858,760)	(30,180,828)	68,400,622
Loss for the period	-	-	-	(12,950,601)	(12,950,601)
Other comprehensive income, net of tax	-	-	(3,993,594)	-	(3,993,594)
Total comprehensive income	-	-	(3,993,594)	(12,950,601)	(16,944,195)

Transactions with owners in their capacity as owners
Share based payments	-	49,881	-	-	49,881
	-	49,881	-	-	49,881
Balance at 30 June 2020	99,753,504	736,587	(5,852,354)	(43,131,429)	51,506,308


Balance at 1 July 2020	99,753,504	736,587	(5,852,354)	(43,131,429)	51,506,308
Loss for the period	-	-	-	(2,054,237)	(2,054,237)
Other comprehensive income, net of tax	-	-	(303,597)	-	(303,597)
Total comprehensive income	-	-	(303,597)	(2,054,237)	(2,357,834)

Transactions with owners in their capacity as owners
Share based payments	-	189,017	-	-	189,017
Shares issued, net of costs	7,010,423	-	-	-	7,010,423
	7,010,423	189,017	-	-	7,199,440
Balance at 30 June 2021	106,763,927	925,604	(6,155,951)	(45,185,666)	56,347,914

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows for the year ended 30 June 2021

		Consolidated
	Note	June 2021	June 2020
		$	$

CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (inclusive of GST and VAT)		(1,515,086)	(2,145,102)
Interest received		482	451
Other receipts		50,000	68,000
GST and VAT received		41,953	365,079
NET CASH USED IN OPERATING ACTIVITIES	22	(1,422,651)	(1,711,572)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration and evaluation assets		(797,340)	(1,766,761)
Payment for property, plant and equipment		(42,556)	(141,173)
NET CASH USED IN INVESTING ACTIVITIES		(839,896)	(1,907,934)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares	12	7,725,754	-
Share issue costs	12	(526,314)	-
Payments of lease liabilities		(12,217)	-
NET CASH PROVIDED BY FINANCING ACTIVITIES		7,187,223	-

Net (decrease)/increase in cash held		4,924,676	(3,619,506)
Cash at the beginning of the period		1,576,471	5,204,948
Effects of exchange rate changes on cash		(115,763)	(8,971)

CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD	6	6,385,384	1,576,471

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

Notes to the financial statements

Note 1. Significant accounting policies

Introduction

This financial report includes the consolidated financial statements of Tlou Energy Limited (the "Company") and its controlled entities (together referred to as the "consolidated entity" or the "group").

The separate financial statements of the parent entity, Tlou Energy Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. Supplementary information about the parent entity is disclosed in note 25.

Tlou Energy Limited is a public company, incorporated and domiciled in Australia. Its registered office and principal place of business is 210 Alice St, Brisbane, QLD 4000, Australia.

The following is a summary of the material and principal accounting policies adopted by the consolidated entity in the preparation of the financial report. The accounting policies have been consistently applied to all the years presented, unless otherwise stated.

Operations and principal activities

Currency

The financial report is presented in Australian dollars, rounded to the nearest dollar, which is the functional currency of the parent entity.

Authorisation of financial report

The financial report was authorised for issue on 21 September 2021.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001 . Tlou Energy Limited is a for-profit entity for the purposes of preparing the financial statements.

Compliance with IFRS

The consolidated financial statements of Tlou Energy Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

The consolidated financial statements have been prepared on an accruals basis and are based on historical costs.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which contemplates that the consolidated entity will continue to meet its commitments and can therefore continue normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.

Because of the nature of the operations, exploration or pre-development companies, such as Tlou Energy Limited, find it necessary on a regular basis to raise additional cash funds for future exploration and development activity and meet other necessary corporate expenditure. The Company has recently completed a capital raising which is expected to fund ongoing operations and working capital requirements for the next 12 months. Subject to the results of these operations the consolidated entity may need to raise additional capital to expand and develop the project further. Accordingly, the consolidated entity is in the process of investigating various options for the raising of additional funds which may include but is not limited to an issue of shares or the sale of exploration assets where increased value has been created through previous exploration activity. The Consolidated Entity does not expect the COVID-19 pandemic to adversely impact its ability to raise further capital.

At the date of this financial report, none of the above fund-raising options have been concluded and no guarantee can be given that a successful outcome will eventuate. The directors have concluded that as a result of the current circumstances there exists a material uncertainty that may cast significant doubt regarding the consolidated entity's and the Company's ability to continue as a going concern and therefore the consolidated entity and Company may be unable to realise their assets and discharge their liabilities in the normal course of business. Nevertheless, after taking into account the current status of the various funding options currently being investigated and making other enquiries regarding other sources of funding, the directors have a reasonable expectation that the consolidated entity and the Company will have adequate resources to fund its future operational requirements and for these reasons they continue to adopt the going concern basis in preparing the financial report.

The financial report does not include adjustments relating to the recoverability or classification of recorded assets amounts or to the amounts or classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

COVID-19 Impacts

The Company's field operations remained relatively unaffected during the period by COVID-19, however corporate and administrative functions were impacted more acutely. Staff worked remotely when possible and followed enhanced social distancing and health and safety procedures when at the workplace. Access to Botswana by external staff and consultants was and remains restricted, however the Company has sufficient personnel in-country at present to meet current field operational requirements.

Accounting Policies

(a) Principles of consolidation

Subsidiaries are all entities (including structured entities) over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the consolidated entity.

Intercompany transactions, balances, and unrealised gains on transactions between consolidated entity companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

(b) Income recognition

Interest

Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other income

Other income is recognised when it is received or when the right to receive payment is established.

Non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs.

Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

(d) Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses, and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the consolidated statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

(e) Comparative figures

When required by accounting standards comparative figures have been adjusted to conform to changes in presentation for the current financial year.

(f) Financial Instruments

Classification

The group classifies its financial assets in the following measurement categories:

· those to be measured subsequently at fair value (either through OCI, or through profit or loss); and

· those to be measured at amortised cost.

The classification depends on the group's business model for managing the financial assets and the contractual terms of the cash flows.

Measurement

At initial recognition, the group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.

Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Impairment

The group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables, the group applies the simplified approach permitted by AASB 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(g) Leases

The Group leases office space and a leasehold property. Office contracts are typically made for fixed periods of 1 to 5 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Leasehold property is for periods up to 50 years.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

Assets and liabilities arising from a lease are initially measured on a present value basis.

Lease Liabilities

Lease liabilities include the net present value of the following lease payments:

Ø fixed payments (including in-substance fixed payments), less any lease incentives receivable;

Ø variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date;

Ø amounts expected to be payable by the Group under residual value guarantees;

Ø the exercise price of a purchase option if the group is reasonably certain to exercise that option; and

Ø payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases that relate to building premises, the entity's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security, and conditions.

To determine the incremental borrowing rate, the Group uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received, making adjustments specific to the lease (e.g., term, country, currency, and security).

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use Assets

Right-of-use assets are measured at cost comprising the following:

Ø the amount of the initial measurement of lease liability;

Ø any lease payments made at or before the commencement date less any lease incentives received;

Ø any initial direct costs; and

Ø restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

Low Value Assets

Payments associated with leases of low value assets are recognised on a straight-line basis as an expense in profit or loss. Low value assets comprise small items of office equipment.

(h) New Accounting Standards and Interpretations

There were no new or revised accounting standards adopted that had any impact on the Group's accounting policies and required retrospective adjustments.

(i) New Standards and Interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2021 reporting periods. The consolidated entity has decided against early adoption of these standards. The Consolidated Entity's has assessed the impact of these new standards that are not yet effective and determined that they are not expected to have a material impact on the consolidated entity in the current or future reporting periods and on foreseeable future transactions.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets and liabilities. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Exploration & evaluation assets

The consolidated entity performs regular reviews on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest. These reviews are based on detailed surveys and analysis of drilling results performed to reporting date.

Deferred Tax assets

The Company is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the worldwide provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity estimates its tax liabilities based on the consolidated entity's understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.

In addition, the consolidated entity has recognised deferred tax assets relating to carried forward tax losses to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same subsidiary against which the unused tax losses can be utilised. However, utilisation of the tax losses also depends on the ability of the entity, which is not part of the tax consolidated group, to satisfy certain tests at the time the losses are recouped. Due to the parent entity acquiring the entity that holds the losses it is expected that the entity will fail to satisfy the continuity of ownership test and therefore must rely on the same business test. As at 30 June 2021 the consolidated entity has not received advice that the losses are unavailable, however should this change in the future the consolidated entity may be required to derecognise these losses.

Note 3. Expenses

		Consolidated
		June 2021	June 2020
Loss before income tax includes the following specific expenses:		$	$

Employee benefits expense
●	Defined contribution superannuation expense	47,767	60,144
●	Performance rights	-	49,881
●	Other employee benefits expense	555,504	961,176
		603,271	1,071,201

Other expenses include the following specific items:
●	Travel and accommodation costs	8,407	166,649
●	Consultants	277,753	195,356
●	Stock exchange, advisory, secretarial fees	298,061	290,614
●	Insurance	80,146	75,772

Note 4. Income Tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and unused tax losses and under and over provision in prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

· When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or

· When the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

	Consolidated
	June 2021	June 2020
	$	$
Loss before income tax	(2,054,237)	(13,319,954)

Tax at the domestic tax rates applicable to profits in the country concerned	(616,271)	(3,995,986)
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Other non-deductible items	71,431	(208,258)
Difference in overseas tax rates	(233,976)	1,231,271
Previously unrecognised tax losses used to reduce deferred tax expense	-	369,353
Deferred tax asset not recognised	778,816	2,972,972
Income tax benefit	-	369,352

Recognised deferred tax assets
Unused tax losses	6,924,354	5,439,235
	6,924,354	5,439,235
Recognised deferred tax liabilities
Assessable temporary differences	6,924,354	5,439,235
	6,924,354	5,439,235

Net deferred tax liability recognised	-	-

Unrecognised temporary differences and tax losses
Unused tax losses and temporary differences for which no deferred tax asset has been recognised	42,174,829	40,615,596

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the consolidated entity can utilise these benefits.

Note 5. Earnings per share

Basic and diluted earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Tlou Energy Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

	Consolidated
	June 2021	June 2020
	$	$
Reconciliation of earnings used in calculating basic and diluted loss per share:

Loss for the year attributable to owners of Tlou Energy Limited	(2,054,237)	(12,950,601)
Loss used in the calculation of the basic and dilutive loss per share	(2,054,237)	(12,950,601)

Weighted average number of ordinary shares used as the denominator
	Number	Number
Number used in calculating basic and diluted loss per share	538,346,800	450,180,185

Options and performance rights are considered to be "potential ordinary shares" but were anti-dilutive in nature and therefore the diluted loss per share is the same as the basic loss per share.

Note 6. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

	Consolidated
	June 2021	June 2020
	$	$

Cash at bank	6,385,384	1,576,471
	6,385,384	1,576,471

Note 7. Property, Plant and Equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation and amortisation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment and right of use assets over their expected useful lives as follows:

Plant and equipment 3-7 years

Right-of-use assets over the actual or expected term of the lease

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

	Consolidated
	June 2021	June 2020
	$	$
Right-of-use assets, plant and equipment at cost	4,249,527	4,101,326
Accumulated depreciation	(3,405,191)	(2,827,373)
	844,336	1,273,953

Movements in Carrying Amounts
Movement in the carrying amounts between the beginning and the end of the current financial year:

Balance at the beginning of year	1,273,953	1,867,025
Additions	175,194	137,952
Depreciation and amortisation	(597,189)	(580,713)
Foreign exchange movements	(7,622)	(150,311)
Carrying amount at the end of year	844,336	1,273,953

Included in property, plant and equipment are right-of-use assets with a carrying value of $82,114 (2020: nil).

Note 8. Exploration and Evaluation Assets

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Such expenditures comprise net direct costs and an appropriate portion of related overhead expenditure but do not include overheads or administration expenditure not having a specific nexus with a particular area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves and active or significant operations in relation to the area are continuing.

Accumulated costs in relation to an area no longer considered viable are written off in full in the year the decision is made. Regular reviews are undertaken on each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

	Consolidated
	June 2021	June 2020
	$	$
Exploration and evaluation assets	48,855,466	48,163,968
	48,855,466	48,163,968

Movements in exploration and evaluation assets
Balance at the beginning of period	48,163,968	60,896,127
Exploration and evaluation expenditure during the year	912,029	1,519,240
Impairment expense	-	(10,647,734)
Foreign currency translation	(220,531)	(3,603,665)
Balance at the end of period	48,855,466	48,163,968

The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phase is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

There is a risk that one or more of the exploration licences will not be extended, or that the terms of the extension are not favourable to Tlou. This could have an adverse impact on the performance of Tlou. The consolidated entity is not aware of any reasons why the licences will not be renewed.

Note 9. Other non-current assets

Inventory and well consumables are valued at lower of cost or net realisable value. Inventory and well consumables are allocated to exploration and evaluation expenditure when the assets are used in operations.

	Consolidated
	June 2021	June 2020
	$	$

Inventory and well consumables - at cost	626,352	708,908
	626,352	708,908

Note 10. Trade and Other Payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

	Consolidated
	June 2021	June 2020
	$	$
Current
Trade payables	47,320	87,046
Accruals	78,911	60,323
Other payables	8,896	14,094
	135,127	161,463

The carrying values of trade and other payables approximate fair values due to short-term nature of the amounts. These are non-interest bearing.

Note 11. Provisions

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Rehabilitation

The provision represents the estimated costs to rehabilitate wells in licences held by the consolidated entity. This provision has been calculated based on the number of wells which require rehabilitation and the expected costs to rehabilitate each well, taking into consideration the type of well and its location.

Employee benefits

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.

Long service leave

The liability for long service leave is recognised in current and non-current liabilities, depending on the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Employee benefits - Botswana Severance

A provision has been recognised for employee benefits relating to severance pay payable in Botswana.

Severance pay

As per the Botswana Labour a provision is calculated for each Botswana based employee of one day per month of service, which can be paid out after 60 months or when employment ends. The benefit rises to two days per month after the first 60 months.

	Consolidated
	June 2021	June 2020
Current	$	$
Employee benefits	199,738	125,541
Employee benefits - Botswana severance	97,898	110,469
	297,636	236,010

Non-current
Rehabilitation	114,000	114,000
	114,000	114,000

Movements in rehabilitation provision during the year
Balance at the beginning of the year	114,000	115,000
Rehabilitation required on wells drilled during the year	-	2,000
Completed during the year	-	(3,000)
Carrying amount at the end of the year	114,000	114,000

Note 12. Contributed equity

Issued and paid-up capital is recognised at the fair value of the consideration received by the consolidated entity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

			Consolidated
	June 2021	June 2020	June 2021	June 2020
	Shares	Shares	$	$
Opening balance	450,180,185	450,180,185	99,753,504	99,753,504
Issue of ordinary shares during the year*	150,018,854	-	7,725,754	-
Share issue costs	-	-	(715,331)	-
Ordinary shares ‑ fully paid	600,199,039	450,180,185	106,763,927	99,753,504

*Issues of ordinary shares during the year are as follows:

Type	Issue date	Issue Price	Shares issued	Proceeds	Attaching options
			Number	$
Rights issue	20 July 2020	$0.04	56,746,876	2,269,875	28,373,425
Placement	24 July 2020	$0.04	6,350,000	254,000	3,175,000
Rights issue (Directors)	14 October 2020	$0.04	11,921,978	476,879	5,960,975
Placement	24 March 2021	$0.06	75,000,000	4,725,000	-
			150,018,854	7,725,754	37,509,400

Shares issued to Directors in their capacity as shareholders had one attaching option for every two shares issued. The options issued to shareholders are included in the below table.

Issued to:	Grant Date	Exercise Price	Expiry Date	30/06/2021	30/06/2020
Shareholders	20-Jul-20	$0.08	20-Jul-22	37,509,400	-
Service providers^	20-Jul-20	$0.08	20-Jul-22	20,000,000	-
				57,509,400	-

^The Company also issued options to service providers in respect of issuance of shares during the year. The share-based payment amounts to $189,017. Refer to Note 14 for further details.

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of, and amounts paid on, the shares held. The fully paid ordinary shares have no par value. On a show of hands every member present at a meeting, in person or by proxy, shall have one vote and upon a poll, each share shall have one vote. The Company does not have authorised capital or par value in respect of its issued shares.

Capital risk management

The capital structure of the consolidated entity consists of equity attributable to equity holders of the parent entity, comprising issued capital and reserves as disclosed in the Consolidated Statement of Changes in Equity.

When managing capital, management's objective is to ensure the parent entity continues as a going concern and to maintain a structure that ensures the lowest cost of capital available and to ensure adequate capital is available for exploration and evaluation of tenements. In order to maintain or adjust the capital structure, the consolidated entity may seek to issue new shares. Consistent with other exploration companies, the consolidated entity, including the parent entity monitors capital on the basis of forecast exploration and development expenditure required to reach a stage which permits a reasonable assessment of the existence or otherwise of an economically recoverable reserve.

There were no changes in the consolidated entity's approach to capital management during the year.

The consolidated entity is not subject to externally imposed capital requirements.

Note 13. Reserves

Foreign Currency Translation Reserve

The foreign currency translation reserve records exchange differences arising on translation of foreign controlled entities.

The financial report is presented in Australian dollars rounded to the nearest dollar, which is Tlou Energy Limited's functional and presentation currency.

Foreign operations

The assets and liabilities of foreign operations are translated into functional currency using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into functional currency using the average exchange rates, which approximate the rate at the date of the transaction, for the period. All resulting foreign exchange differences are recognised in the foreign currency translation reserve in equity. The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Share Based Payments Reserve

The share-based payments reserve is used to record the share-based payment associated with options granted to employees and others under equity-settled share-based payment arrangements.

Note 14. Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees and other service providers.

Equity-settled transactions are awards of shares, or options or performance rights over shares that are provided to employees or other service providers in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

Market conditions are taken into consideration in determining fair value. Therefore, any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Employee Share Options and Performance Rights

Share Options and Performance Rights may be granted to certain personnel of the Company on terms determined by the directors or otherwise approved by the Company at a general meeting.

Share options are granted for no consideration. Options and entitlements to the options are vested on a time basis and/or on specific performance-based criteria such as share price increases or reserves certification. Options granted as described above carry no dividend or voting rights. When exercisable, each option is convertible to one ordinary share.

Performance Rights are linked to the share price performance of the Company, ensuring alignment with the interests of the Company's shareholders. For the Performance Rights that are issued but not yet exercised at the date of this report to vest and, therefore, become exercisable by a participant, certain performance conditions are required to be met as set out below. On vesting, holders of Performance Rights will be entitled to acquire Tlou Energy Limited ordinary shares at nil cost.

Options

At 30 June 2021, the following options for ordinary shares in Tlou Energy Limited were on issue.

Issued to:	Grant Date	Exercise Price	Expiry Date	30/06/2021	30/06/2020
Shareholders	20-Jul-20	$0.08	20-Jul-22	37,509,400	-
Service providers	20-Jul-20	$0.08	20-Jul-22	20,000,000	-
				57,509,400	-

Options may be granted on terms determined by the directors or otherwise approved by the company at a general meeting. The options are granted for no consideration. Options and entitlements to the options are vested on a time basis and/or for services provided or on specific performance-based criteria. Options granted as described above carry no dividend or voting rights. When exercisable, each option is convertible to one ordinary share.

During the year 20 million options were granted for the performance of services in respect of a capital raising. The amount recognised for the period under the share-based payment reserve in relation to share based payments amounts to $189,017. As at 30 June 2021, none of the options had been exercised and all were vested and exercisable.

The fair value of options at grant date is determined using generally accepted valuation techniques that take into account exercise price, the term of the option, the impact of dilution, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free rate for the term of the option/performance right and an appropriate probability weighting to factor the likelihood of the satisfaction of non-vesting conditions. The expected volatility is based on historic volatility, adjusted for any expected changes to future volatility due to publicly available information.

Inputs used to calculate the value of options granted during the year are as follows:

Grant date	20/07/2020
Dividend yield (%)	-
Expected volatility (%)	81
Risk-free interest rate (%)	0.26
Expected life of options (years)	2
Exercise price ($)	$0.08
Model used	Black Scholes

Performance Rights

At 30 June 2021, the following performance rights were on issue.

No. of Performance Rights	Reference	Date of Approval	Share price at approval date	Exercise Price
2,225,000	(i)	17-Oct-18	$0.11	$0.165
2,225,000	(ii)	17-Oct-18	$0.11	$0.22
2,275,000	(iii)	10-Nov-16	$0.14	$0.28

	Performance Condition
(i)	The closing price of Shares being 50% or more above the price at the date of shareholder approval for a period of 10 consecutive trading days.
(ii)	The closing price of Shares being 100% or more above the price at the date of shareholder approval for a period of 10 consecutive trading days.
(iii)	The closing price of Shares being 100% or more above the price at the date of shareholder approval for a period of 10 consecutive trading days.

The following table shows the number, movements and exercise price of performance rights for the 2021 year.

Date of Approval	Exercise Price	1/07/2020	Issued	Exercised	Expired	30/06/2021
19 October 2018	$0.165	2,475,000	-	-	250,000	2,225,000
19 October 2018	$0.22	2,475,000	-	-	250,000	2,225,000
31 January 2017	$0.28	2,275,000	-	-	-	2,275,000
		7,225,000	-	-	500,000	6,725,000

The following table shows the number, movements and exercise price of performance rights for the 2020 year.

Date of Approval	Exercise Price	1/07/2019	Issued	Exercised	Expired	30/06/2020
19 October 2018	$0.165	2,475,000	-	-	-	2,475,000
19 October 2018	$0.22	2,475,000	-	-	-	2,475,000
31 January 2017	$0.28	2,275,000	-	-	-	2,275,000
		7,225,000	-	-	-	7,225,000

Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transaction recognised during the year were as follows:

	Consolidated
	June 2021	June 2020
	$	$

Performance rights	-	49,881
	-	49,881

The weighted average remaining contractual life of performance rights outstanding at the end of the period is 3.26 years (2020: 4.56 years).

Note 15. Commitments

Exploration expenditure:

To maintain an interest in the exploration tenements in which it is involved, the consolidated entity is required to meet certain conditions imposed by the various statutory authorities granting the exploration tenements or that are imposed by the joint venture agreements entered into by the consolidated entity. These conditions can include proposed expenditure commitments. The timing and amount of exploration expenditure obligations of the consolidated entity may vary significantly from the forecast based on the results of the work performed, which will determine the prospectivity of the relevant area of interest. Subject to renewal of all prospecting licences, the consolidated entity's proposed expenditure obligations which are not provided for in the financial statements are as follows:

		Consolidated
		June 2021	June 2020
Minimum expenditure requirements		$	$
●	not later than 12 months	438,647	327,733
●	between 12 months and 5 years	761,157	231,401
		1,199,804	559,134

Note 16. Financial instruments

Overview

The consolidated entity's principal financial instruments comprise receivables, payables, cash and term deposits. The main risks arising from the consolidated entity's financial assets are interest rate risk, foreign currency risk, credit risk and liquidity risk.

This note presents information about the consolidated entity's exposure to each of the above risks, its objectives, policies, and processes for measuring and managing risk. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks.

The consolidated entity holds the following financial instruments:

	Consolidated
	June 2021	June 2020
Financial Assets	$	$
Cash and cash equivalents	6,385,384	1,576,471
Trade and other receivables	267,258	206,799
	6,652,642	1,783,270
Financial Liabilities
Trade and other payables	221,447	161,463
	221,447	161,463

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk.

Key risks are monitored and reviewed as circumstances change (e.g. acquisition of new entity or project) and policies are created or revised as required. The overall objective of the consolidated entity's financial risk management policy is to support the delivery of the consolidated entity's financial targets whilst protecting future financial security.

Given the nature and size of the business and uncertainty as to the timing and amount of cash inflows and outflows, the consolidated entity does not enter into derivative transactions to mitigate the financial risks. In addition, the consolidated entity's policy is that no trading in financial instruments shall be undertaken for the purpose of making speculative gains. As the consolidated entity's operations change, the Directors will review this policy periodically going forward.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing the consolidated entity's financial risks as summarised below. These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls, and risk limits.

Risk management is carried out by senior finance executives (finance) under policies approved by the Board of Directors. Finance identifies, evaluates, and hedges financial risks within the consolidated entity's operating units where appropriate.

(a) Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at reporting date whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The consolidated entity is also exposed to earnings volatility on floating rate instruments.

A forward business cash requirement estimate is made, identifying cash requirements for the following period (generally up to one year) and interest rate term deposit information is obtained from a variety of banks over a variety of periods (usually one month up to six-month term deposits) accordingly. The funds to invest are then scheduled in an optimised fashion to maximise interest returns.

Interest rate sensitivity

A sensitivity of 1% interest rate has been selected as this is considered reasonable given the current market conditions. A 1% movement in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.

	Profit or loss		Equity
	1% increase	1% decrease	1% increase	1% decrease
	$	$	$	$
Consolidated - 30 June 2021
Cash and cash equivalents	63,854	(63,854)	63,854	(63,854)
Consolidated - 30 June 2020
Cash and cash equivalents	15,765	(15,765)	15,765	(15,765)

Interest rate risk on other financial instruments is immaterial.

(b) Liquidity risk

Liquidity risk is the risk that the consolidated entity will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the consolidated entity will always have sufficient liquidity to meet its obligations when due.

Ultimate responsibility for liquidity risk management rests with the Board of Directors. The consolidated entity manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. This is based on the undiscounted cash flows of the financial liabilities based on the earliest date on which they are required to be paid. At the end of the reporting period the consolidated entity held cash of $6,385,384 (2020: $1,576,471).

The following table details the remaining contractual maturity for non-derivative financial liabilities.

	Within	Between	Total Contractual	Carrying
	1 Year	1 & 5 years	Cash Flows	Amount
Consolidated - 30 June 2021	$	$	$	$
Trade and other payables	148,294	73,153	221,447	221,447
Consolidated - 30 June 2020
Trade and other payables	161,463	-	161,463	161,463

As a result of activities overseas, the consolidated entity's consolidated statement of financial position can be affected by movements in exchange rates. The consolidated entity also has transactional currency exposures. Such exposures arise from transactions denominated in currencies other than the functional currency of the relevant entity.

The consolidated entity's exposure to foreign currency risk primarily arises from the consolidated entity's operations overseas. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The consolidated entity currently does not engage in any hedging or derivative transactions to manage foreign currency risk. The consolidated entity's policy is to generally convert its local currency to Pula, Rand, or US dollars at the time of transaction. The consolidated entity, has on rare occasions, taken the opportunity to move Australian dollars into foreign currency (ahead of a planned requirement for those foreign funds) when exchange rate movements have moved significantly in favour of the Australian dollar, and management considers that the currency movement is extremely likely to move back in subsequent weeks or months. Therefore, the opportunity has been taken to lock in currency at a favourable rate to the consolidated entity. This practice is expected to be the exception, rather than the normal practice.

The consolidated entity's exposure to foreign currency risk at the reporting date, expressed in Australian dollars, was as follows:

	2021	2021	2021	2021	2020	2020	2020	2020
	USD	BWP	ZAR	GBP	USD	BWP	ZAR	GBP
	A$	A$	A$	A$	A$	A$	A$	A$
Financial Assets
Cash and cash equivalents	26,105	31,605	26,107	5,771,868	28,496	398,224	13,649	175,155
Trade and other receivables	-	264,594	-	-	-	203,872	-	-

Financial Liabilities
Trade and other payables	-	(55,520)	-	-	-	(46,953)	-	-
Net Financial Instruments	26,105	240,679	26,107	5,771,868	28,496	555,143	13,649	175,155

Foreign currency rate sensitivity

Based on financial instruments held at 30 June 2021, had the Australian dollar strengthened/weakened by 10% the consolidated entity's profit or loss and equity would be impacted as follows:

	Profit or loss		Equity
	10%	10%	10%	10%
	Increase	Decrease	Increase	Decrease
2021	$	$	$	$
Dollar (US)	(2,611)	2,611	(2,611)	2,611
Pula (Botswana)	(24,068)	24,068	(24,068)	24,068
Rand (South Africa)	(2,611)	2,611	(2,611)	2,611
Pound (UK)	(577,187)	577,187	(577,187)	577,187

2020
Dollar (US)	(2,850)	2,850	(2,850)	2,850
Pula (Botswana)	(55,514)	55,514	(55,514)	55,514
Rand (South Africa)	(1,365)	1,365	(1,365)	1,365
Pound (UK)	(17,516)	17,516	(17,516)	17,516

(d) Credit risk

Credit risk is the risk of financial loss to the consolidated entity if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables. The consolidated entity's exposure and the credit ratings of its counterparties are continuously monitored by the Board of Directors.

The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets as summarised in the table above.

Credit Risk Exposures

Trade and other receivables

Trade and other receivables comprise primarily of VAT and GST refunds due. Where possible the consolidated entity trades with recognised, creditworthy third parties. The receivable balances are monitored on an ongoing basis. The consolidated entity's exposure to expected credit losses is not significant.

Cash and cash equivalents

The consolidated entity has a significant concentration of credit risk with respect to cash deposits with Westpac Banking Corporation, First National Bank Botswana, and First National Bank South Africa. However, significant cash deposits are invested across banks to mitigate credit risk exposure to a particular bank. AAA rated banks are used where possible and non-AAA banks are utilised where commercially attractive returns are available.

Note 17. Key Management Personnel

Key management personnel comprise directors and other persons having authority and responsibility for planning, directing and controlling the activities of the consolidated entity.

Key management personnel compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

	Consolidated
	June 2021	June 2020
	$	$
Short-term employee benefits	538,866	897,897
Post-employment benefits	58,323	65,073
Other long-term benefits	40,332	70,653
	637,521	1,033,623

Note 18. Auditors' Remuneration

During the year the following fees were paid or payable for services provided by the auditor of the consolidated entity:

		Consolidated
		June 2021	June 2020
		$	$
Audit services
	Auditing or reviewing the financial statements - BDO Australia	49,250	48,375
	Auditing or reviewing the financial statements - BDO Botswana	27,819	23,135

Non-audit services - BDO Australia
	Tax consulting and compliance services	13,900	10,700
Total		90,969	82,210

Note 19. Contingent Liabilities

The Directors are not aware of any contingent liabilities (2020: nil).

Note 20. Related Party Transactions

Parent entity

The legal parent entity is Tlou Energy Limited.

Subsidiaries

Interests in subsidiaries are set out in note 23.

Transactions with related parties

The following transactions occurred with related parties:

	Consolidated
	2021	2020
	$	$
Payment for goods and services:
Office rent paid to The Gilby McKay Alice Street Partnership, a director-related entity of Anthony Gilby.	12,000	27,750

There were no amounts payable as at 30 June 2021. The reduction in office rent from 2020 was due to a reduced rate that was charged to the Company.

Note 21. Segment Reporting

Reportable Segments

Operating segments are identified based on internal reports that are regularly reviewed by the executive team to allocate resources to the segment and assess its performance.

The Company currently operates in one segment, being the exploration, evaluation and development of Coalbed Methane resources in Southern Africa.

Segment revenue

As at 30 June 2021 no revenue has been derived from its operations (2020: nil).

Segment assets

Segment non-current assets are allocated to countries based on where the assets are located as outlined below:

	June 2021	June 2020
	$	$
Botswana	50,321,772	50,142,417
Australia	4,382	4,412
	50,326,154	50,146,829

Note 22. Cash Flow Information

	Consolidated
	June 2021	June 2020
	$	$
Reconciliation of cash flow from operations
Loss for the period	(2,054,237)	(12,950,601)
Depreciation	597,189	572,014
Share-based payments	-	49,881
Impairment charge - exploration and evaluation assets	-	10,647,734
Net exchange differences	(25,915)	40,309

Changes in operating assets and liabilities, net of the effects of purchase and disposal of subsidiaries:
Decrease/(increase) in trade and other receivables	(60,459)	223,322
Decrease/(increase) in other assets	-	(10,214)
Increase/(decrease) in trade payables and accruals	(26,336)	289
Decrease/(increase) in prepayments	85,481	(9,606)
Increase/(decrease) in provisions	61,626	94,653
Increase/(decrease) in deferred tax liability	-	(369,353)
	(1,422,651)	(1,711,572)

There were no non-cash investing or financing activities during the year, except for issuance of options to service providers as disclosed in Note 14 (2020: nil).

Note 23. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1.

Name of entity	Country of incorporation	Class of shares	Equity holding %
			June 2021	June 2020
Tlou Energy Botswana (Proprietary) Ltd	Botswana	Ordinary	100	100

Technoleads International Inc	Barbados	Ordinary	100	100
Tlou Energy Exploration (Proprietary) Limited	Botswana	Ordinary	100	100

Sable Energy Holdings (Barbados) Inc	Barbados	Ordinary	100	100
Tlou Energy Resources (Proprietary) Limited	Botswana	Ordinary	100	100

Copia Resources Inc	Barbados	Ordinary	100	100
Tlou Energy Corp Services Botswana (Proprietary) Limited	Botswana	Ordinary	100	100

Madra Holdings (Barbados) Inc	Barbados	Ordinary	100	100
Tlou Energy Solutions (Proprietary) Limited	Botswana	Ordinary	100	100

Note 24. Matters subsequent to the end of the financial year

Note 25. Parent entity disclosures

	Parent
	June 2021	June 2020
	$	$

Current assets	6,381,260	1,271,818
Non-current assets	30,218,134	30,218,163
Total assets	36,599,394	31,489,981

Current liabilities	263,935	229,734
Total liabilities	263,935	229,734
Net assets	36,335,459	31,260,247

Contributed equity	106,763,927	99,753,504
Share based payment	925,604	736,587
Accumulated losses	(71,354,072)	(69,229,844)
Total equity	36,335,459	31,260,247

Loss for the period	(2,124,228)	1,275,491
Total comprehensive income	(2,124,228)	1,275,491

Commitments, Contingencies and Guarantees of the Parent Entity

The Parent Entity has no commitments for the acquisition of property, plant and equipment, no contingent assets, contingent liabilities or guarantees at reporting date.

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Tlou Energy Limited (DI) (TLOU)

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