Non-Renounceable Entitlement Offer Extension

Tlou Energy Ltd

08 January 2024

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR PUBLICATION, RELEASE OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN THE UNITED STATES, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF TLOU ENERGY LIMITED IN ANY JURISIDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL

8 January 2024

Tlou Energy Limited

("Tlou" or "the Company")

Extension of Closing Date for Non-Renounceable Rights Issue to ASX and BSE shareholders to raise up to A$13.3 million (~BWP 118 million)

Further to its announcement of 15 December 2023, Tlou Energy Limited advises that the closing date for the a pro-rata non-renounceable entitlement offer of four (4) New Shares for every 11 Shares held at an issue price of $0.035 (equivalent to BWP 0.31) per New Share to raise approximately $13.3 million (~BWP 118 million) (before costs) (Offer) has been extended to Wednesday, 31 January 2024 to allow extra time for Eligible Shareholders to take up their entitlements. 

Eligible Shareholders who take up their full entitlement may subscribe for additional shares beyond their Entitlement on the basis that some existing Shareholders may fail to fully take up their Entitlement.

A revised timetable can be found at Schedule 1 of this announcement.

The net proceeds of the Entitlement Offer, along with existing cash, will mainly be applied by Tlou towards achieving Lesedi power project power grid connectivity in Botswana, including expenditure relating to:

·    Transmission line and substations

·    Drilling, field operating costs, gas gathering, generation

·    Corporate expenditure and working capital.

Further details of the Offer, including details on how to accept the Offer and key risks associated with an  investment  in  the  Company  are  set  out  in  the  Offer Booklet  published  on  ASX  on  15 December 2023.  Eligible  Shareholders  should  read  the  Offer Booklet  carefully  and  consult  their  professional advisors as necessary.

By Authority of the Board of Directors

Mr. Anthony (Tony) Gilby

Managing Director

****

For further information regarding this announcement please contact:

Tlou Energy Limited	[phone]
Tony Gilby, Managing Director
Solomon Rowland, General Manager
Grant Thornton (Nominated Adviser)	[phone]
Harrison Clarke, Colin Aaronson, Ciara Donnelly
Zeus Capital (UK Broker)	[phone]
Simon Johnson
Investor Relations
Ashley Seller (Australia)	[phone]
FlowComms Ltd - Sasha Sethi (UK)	[phone]

About Tlou

Tlou is developing energy solutions in Sub-Saharan Africa through gas-fired power and ancillary projects. The Company is listed on the ASX (Australia), AIM (UK) and the BSE (Botswana). The Lesedi Gas-to-Power Project ("Lesedi") is 100% owned and is the Company's most advanced project. Tlou's competitive advantages include the ability to drill cost effectively for gas, operational experience and Lesedi's strategic location in relation to energy customers. All major government approvals have been achieved.

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. Save as required by any applicable law or regulation, Tlou Energy Limited undertakes no obligation to update any forward-looking statements.

IMPORTANT NOTICE

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

This announcement does not constitute, or form part of, an offer booklet or prospectus relating to Tlou Energy Limited (the "Company"), nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA").

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.

Grant Thornton UK LLP ("Grant Thornton") is acting solely as nominated adviser exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Grant Thornton by FSMA or the regulatory regime established thereunder, Grant Thornton accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement respect, whether as to the past or the future. Grant Thornton accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

Schedule 1   -           Revised Indicative Timetable

Event	Date
Announcement of Entitlement Offer, Appendix 3B, and Offer Booklet	Friday, 15 December 2023
Ex date	Tuesday, 19 December 2023
Record Date	Wednesday, 20 December 2023
Opening Date Dispatch of Offer Booklet and Entitlement and Acceptance Forms	Friday, 22 December 2023
Revised Last day to extend the Closing Date	Thursday, 25 January 2024 (before noon)
Revised Closing Date	5.00pm (AEST) Wednesday, 31 January 2024 for ASX holders 9.00am CAT Tuesday, 30 January 2024 for BSE holders
Revised New Shares quoted on a deferred settlement basis	Thursday, 1 February 2024
Revised Announcement of results of Entitlement Offer	Monday, 5 February 2024
Revised Issue of New Shares under Entitlement Offer Revised Lodgement of Appendix 2A applying for quotation of the new shares	Wednesday, 7 February 2024
Revised Quotation of New Shares under Entitlement Offer	Thursday, 8 February 2024

These dates are indicative only. The Directors reserve the right to vary the key dates without prior notice, subject to the Listing Rules.

The Directors reserve the right not to proceed with the whole or part of the Offer at any time prior to issue of the Offer Shares. In that event, Application Monies (without interest) will be returned in full to the Applicants.  An extension of the Closing Date for the Offer will delay the anticipated date for issue of the Offer Shares.  The commencement of quotation of Offer Shares is subject to confirmation from ASX, and BSE.

Unless otherwise stated, references to times in this document are to times in Brisbane, Australia for holders of Shares on ASX and to times in Gaborone, Botswana for holders of shares on BSE. Eligible Shareholders wishing to participate in the Offer are encouraged to submit their Entitlement and Acceptance Form and Application Monies as soon as possible after the Offer opens. 

BSE holders who have any queries on the procedure for acceptance and payment should contact Corpserve Botswana on [phone] between 8.00 a.m. and 4.30 p.m. (Gaborone time) Monday to Friday (except public holidays) or via email at [e-mail]. The helpline cannot provide advice on the merits of the Offer nor give any legal or tax advice.

 

END