Notice of General Meeting

RNS Number : 8925V

Tlou Energy Ltd

12 August 2020

 

12 August 2020

Tlou Energy Limited

("Tlou" or "the Company")

Notice of General Meeting,
Proposed Issue of Shares and Total Voting Rights

Tlou Energy Limited, (AIM: TLOU; ASX: TOU; BSE: TLOU) wishes to advise that a General Meeting of the Company will be held at 210 Alice St, Brisbane QLD 4000, Australia on Monday 14 September 2020 at 10.00am (Brisbane time).

IMPACTS OF COVID-19 ON THE MEETING

At the date of this Notice, due to restrictions applicable in as a result of COVID-19, it is/may not be possible to convene the Meeting physically. While the COVID-19 situation remains volatile and uncertain, based on the best information available to the Board at the time of this Notice, the Company intends to decide the outcome of voting on the resolutions in the Notice by proxy voting, submitted ahead of the Meeting, only. Accordingly, the Company strongly encourages all shareholders to lodge a directed proxy vote prior to cut off date for proxy voting as set out in the Notice. To lodge your proxy, please follow the directions on your personalised proxy form which will be enclosed with the copy of the Notice, delivered to you by email or post (depending on your communication preferences). The Company is happy to accept and answer questions prior to the close of proxy voting via email, such questions should be forwarded to the following email address: [e-mail] by no later than 10am on Friday, 9 September 2020. If the situation in relation to COVID-19 were to change in a way that materially affected the position above, the Company will provide a further update ahead of the Meeting.

The Notice of Annual General Meeting, which contains an explanatory memorandum has been sent to shareholders and is available on the Company's website: http://tlouenergy.com/reports.

Shareholders will be asked to consider and vote on the resolutions below. Resolutions 1 to 3 will be proposed as ordinary resolutions.

1.  Resolution 1 - Authorise Issue of Excess Application Shares to Anthony Gilby

To consider and, if thought fit, to pass with or without amendment the following Resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve Mr Anthony Gilby and/or his nominees to subscribe and be issued up to 7,774,436 Shares each at an issue price of A$0.04 each, 3,887,218 New Options each New Option will have an exercise price of A$0.08 each, on the terms and conditions in the Explanatory Memorandum."

2.  Resolution 2 - Authorise Issue of Excess Application Shares to Mr Colm Cloonan

To consider and, if thought fit, to pass with or without amendment the following Resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve Mr Colm Cloonan and/or his nominees to subscribe and be issued up to 433,430 Shares each at an issue price of A$0.04 each, 216,715 New Options each New Option will have an exercise price of A$0.08 each, on the terms and conditions in the Explanatory Memorandum."

3.  Resolution 3 - Authorise Issue of Excess Application Shares to Mr Hugh Swire

To consider and, if thought fit, to pass with or without amendment the following Resolution as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders authorise and approve Mr Hugh Swire and/or his nominees to subscribe and be issued up to 3,714,112 Shares each at an issue price of A$0.04 each, 1,857,056 New Options each New Option will have an exercise price of A$0.08 each, on the terms and conditions in the Explanatory Memorandum."

Total Voting Rights

If all resolutions are passed, application will be made for the 11,921,978 New Shares to be admitted to trading on ASX, AIM and BSE with admission expected to take place on, or around 15 September 2020.

Following admission, the Company's enlarged share capital will comprise 525,199,039 Ordinary Shares.  There are no shares held in Treasury. Therefore, the total number of Ordinary Shares with voting rights is 525,199,039. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

By Authority of the Board of Directors

Mr. Anthony 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]
Colin Aaronson, Harrison Clarke, Samantha Harrison, Seamus Fricker
Shore Capital (Broker)	[phone]
Jerry Keen, Toby Gibbs, John More

Company Information

Tlou Energy is focused on delivering Power solutions to Botswana and southern Africa to alleviate some of the chronic power shortage in the region.  Tlou is currently developing projects using gas and plans to combine this with solar power to provide a cleaner base load power source. 

Botswana has a significant energy shortage and generally relies on imported power and diesel generation to fulfil its power requirements.  Tlou's Lesedi power project provides investors with access to a compelling opportunity to displace expensive, carbon intensive diesel and imported coal-fired electricity with a more environmentally friendly alternative.

In addition to plans for cleaner energy, the Company is also committed to developing community projects in Botswana adding real value to peoples' lives in a region with sparse services and where few opportunities exist for the local population.  This includes work to assist communities to become self-sustaining, develop business opportunities, improve access to education and create opportunities for self-employment and wealth creation.

The Company is listed on the Australian Securities Exchange, London's AIM market and the Botswana Stock Exchange and is led by an experienced Board, management and advisory team.

The project is significantly de-risked.  The Company produced its first gas in 2014, has a Mining (or development) Licence valid to 2042 and 10 Prospecting (or exploration) Licences.  The Company's project acreage covers a vast area spanning approximately 9,300 Km² in total.

Tlou's 'Lesedi' and 'Mamba' projects already benefit from significant independently certified 2P gas Reserves of ~41 Billion Cubic Feet (BCF).  In addition, 3P gas Reserves of ~427 BCF and Contingent Gas Resources of ~3,043 BCF provide significant additional potential.

The Company is planning an initial scalable power project.  Following successful implementation of this first scalable project, the Company looks forward to evaluating longer-term prospects for the delivery of additional electricity to Botswana and to neighbouring countries.

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.

 

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