26 September 2024
Tlou Energy Limited
("Tlou" or "the Company")
Final Results
Tlou Energy Limited is pleased to announce its 2024 results. The Annual Report and Consolidated Financial Statements for the year ended 30 June 2024 are available on the Company's website: https://tlouenergy.com/reports
Highlights:
· The transmission line connecting Tlou's Lesedi project directly to both
· Connection to Serowe substation achieved - Tlou's power project is no longer isolated from primary
· The Lesedi substation is about 75% complete and due for completion later this year
· Lesedi production wells continue to produce gas with a focus now on stabilising surging gas flows
· Advanced discussions are being held with a Tier 1 generator supplier
· Additional drilling planned to provide sufficient gas for the first megawatt of power
· The power station is anticipated to be commissioned in 2025
· The Company is waiting on the funding to complete grid connection, drill additional wells and commence sale of electricity
Tlou's Managing Director, Mr Tony Gilby commented, "The past year has been highly productive. We focused on development of the upstream process including substations, transmission line and generation, bringing us closer to our target of grid connection.
The coming months we will refocus on downstream production, including drilling and dewatering wells aimed at providing sustained gas flow rates ahead of first power generation. Selling electricity into the grid can serve as a catalyst for significant near-term growth, unlocking the potential for further development and expansion.
I would like to extend my thanks to everyone who has contributed to our progress, and especially to our shareholders, whose support has been instrumental in reaching this stage."
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 retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "
|
Tlou Energy Limited |
+61 7 3040 9084 |
|
Tony Gilby, Managing Director |
|
|
Solomon Rowland, General Manager |
|
|
|
|
|
Grant Thornton (Nominated Adviser) |
+44 (0)20 7383 5100 |
|
Harrison Clarke, Colin Aaronson, Elliot Peters |
|
|
|
|
|
Zeus Capital ( |
+44 (0)20 3829 5000 |
|
Simon Johnson |
|
|
|
|
|
Investor Relations |
|
|
Ashley Seller ( |
+61 418 556 875 |
|
FlowComms Ltd - Sasha Sethi ( |
+44 (0) 7891 677 441 |
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 (
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.
****
Chairman's letter
Dear Shareholders,
The past year has marked another period of significant progress and growing momentum for Tlou Energy. As our flagship gas-to-power project nears its long-awaited grid connection, the much-anticipated milestone of selling power for the first time is coming within reach. We are positioned to make a transformative leap forward.
A standout accomplishment this year is the 100km transmission line connecting the Lesedi project to
Additionally, we made excellent progress on the Lesedi electrical substation, which is already over 75% complete and on track for commissioning. The substation design upgrade to accommodate up to 25MW of power, ensures that we have the capacity to scale quickly as we grow, driving further value for shareholders. Our highly experienced group of technical and engineering staff, along with our dedicated consultants and advisors, are all crucial to developing this world class power facility at Lesedi.
Our drilling and gas production team have also been exceptionally busy this year. The Lesedi 6 production well was brought online and achieved first gas flow in record time. The Lesedi 4 production well had two additional lateral wells added to enhance gas flow and provide valuable information on water rates and well permeability. Our operations team are already preparing for the next round of drilling which we aim to commence as soon as possible.
Under the leadership our Chief Operations Officer, the operations team also completed construction of a new state of the art operations facility at Lesedi. This facility, which includes workshops, stores, accommodation units, casing yard, medical unit, and a helipad, represents a major achievement, especially given the project is located in a remote area. The facility is located on our own 40 square kilometre property and allows a level of self-sufficiency and operational control that will serve us well as we enter this new phase of growth.
None of these achievements would be possible without the ongoing support of our shareholders. This is your company and your belief in our vision has been instrumental in driving our progress to date. I want to thank you sincerely for your continued backing both in the market and outside it.
While the past year has seen great progress, I look forward to an exciting 12 months ahead. Grid connection and first power sales will mark a historic milestone and the start of a new chapter in our journey - not only for Tlou Energy, but for
Years of meticulous work - from geological assessments, exploratory drilling, gas production to infrastructure development - have brought us to the brink of achieving our goal of the first gas-to-power sales. Our success in this goal will demonstrate that Tlou's gas is a viable solution to the country's energy needs, creating jobs, stimulating economic growth, and contributing to
This is just the beginning, once connected we aim to expand rapidly to produce as much power as possible, delivering upside for our shareholders and making a meaningful, lasting impact on
Yours faithfully,
Martin McIver
Chairman
Managing Director's Report
Dear Shareholders,
Project status
· Lesedi 4 and Lesedi 6 production pods continue to flow gas
· Additional drilling planned to provide sufficient gas for the first megawatt of power
· Advanced discussions are being held with a Tier 1 generator supplier
· The Lesedi substation is about 75% complete
· The power line connecting Lesedi to the grid is effectively complete
· The power station is anticipated to be commissioned in 2025
· The Company is waiting on the funding to complete grid connection, drill additional wells and commence sale of electricity
Lesedi Power Project
The Lesedi Gas-to-Power Project ("Lesedi") is located on Tlou's 100% owned 40km2 farm in
The project will utilise gas from Tlou's gas field to generate electricity onsite and sell it into the power grid under an agreement with Botswana Power Corporation ("BPC"). With the power line connection to the regional power grid effectively complete, we are progressing with completion of supporting infrastructure, acquiring generation assets and achieving sustained gas flow rates to facilitate power generation and revenue from electricity sales from the first stage of a 10MW project.
Gas Production
This year has seen significant progress at our drilling operations. Lesedi 4 and Lesedi 6 production pods have both been developed further, with additional wells drilled to enhance output. Over the course of the year, we added two more lateral wells to Lesedi 4, making it a four-well production pod, and completed Lesedi 6 as a dual-lateral pod.
Both Lesedi 4 and Lesedi 6 pods continue to flow gas with Lesedi 4 being the most advanced in terms of dewatering and surging gas. Gas flows from Lesedi 4 have achieved significant levels occasionally, however, it is crucial that stabilised, consistent gas flow rates are in place for power generation. We expect rates to stabilise with further dewatering and additional drilling.
Dewatering involves gradually lowering the water level to just above the coal seam, a delicate process that can produce coal fines (particles), which must be carefully managed. Clean-out operations as recently conducted at Lesedi 4, are occasionally necessary to maintain production.
Lesedi 6 is in an earlier state of dewatering and producing at a lower rate than Lesedi 4 and is expected to undergo a similar clean-out operation soon.
Our team is currently designing the next drilling phase. Additional production wells are expected to help manage water flow and enhance gas production. We believe there is considerable upside potential as dewatering expands the depressurised coal zone, liberating more gas from the reservoir over time.
To achieve sustained gas flow rates for the first megawatt of power, Tlou plans to drill an additional production pod (Lesedi 7) between the existing Lesedi 4 and Lesedi 6 pods in advance of first power sales.
Gas Gathering
A gas gathering pipeline is being constructed to connect the Lesedi production pods to the power station. This line is expected to be completed prior to installation of generators. The line will be upgraded as additional wells are added and if necessary additional infrastructure may be added to assist with cleaning of gas and providing consistent gas flow to the generators.
Substation
The Lesedi substation is now approximately 75% complete, with final completion anticipated later this year. The substation is designed for expansion, enabling us to scale from 10MW to 25MW as gas production increases, and subject to additional power purchase agreements.
Botswana Power Corporation is supplying the first 5MVA transformer to Tlou. Future expansions will require Tlou to procure and install larger transformers, such as two 20MVA transformers, which would allow us to produce up to 25MW of power with some system redundancy.
Generation
Tlou is in advanced discussions with a Tier 1 power generation provider to install a 10MW power generation facility using reciprocating 1,375 kW Cummins branded generators. It is envisaged that these units will be delivered, installed and commissioned by the provider, who will also handle ongoing operations and maintenance. It is envisaged that power generators will be supplied and installed in phases, in line with gas production capacity.
As Lesedi 4 and Lesedi 6 gas flow rates continue to fluctuate, we plan to drill an additional well pod (Lesedi 7) in advance of commencing first power generation. This work will commence as soon as possible subject to available funds. While this will push back first power sales into 2025 it makes more financial sense to commit capital to additional drilling rather than purchasing, installing and commissioning a smaller generation unit on a short-term basis simply to provide initial power into the grid.
Transmission Line
The 66kV power line connecting Lesedi to the Serowe substation is virtually complete and is designed to take up to 25MW of power. Some minor finishing works, such as the addition of switchgear at the Serowe substation, will be carried out prior to the line being energized. The power line is effectively under care and maintenance until we are ready to bring it online and it provides us with access to both the
First Power Sales
The power station is anticipated to be commissioned and tested ready for approval by BPC ahead of first generation in 2025. This is subject to receiving sufficient funds and flowing adequate consistent gas from the existing and proposed new production wells.
Corporate
We have carefully managed our expenditure this year, maintaining it in line with the previous period and reporting a loss after tax of
As a pre-revenue entity, much of the focus during the year was on fundraising to support operations. This included
Post financial year-end we signed an indicative term sheet for a proposed mezzanine debt facility with a
Receiving additional funding is critical for us to continue operations, drill additional wells and achieve first electricity generation.
The Lesedi development, which includes the generation site, substation, gas production wells and operations camp is located on Tlou's 40km2 property. This property forms part of Tlou's 800km2 mining (production) licence, which remains valid until 2042. Additionally, all prospecting licences due for renewal in the past year were successfully renewed. Tlou's prospecting licences span ~8,000km2, ensuring our continuing exploration and development potential across a vast area.
Outlook
The past 12 months has been highly productive, bringing us closer to our initial target of grid connection and first power sales. While timelines have been pushed out, we remain confident in our ability to meet this goal, however we must acknowledge that unforeseen challenges, such as delays in funding or issues with contractors, could further affect our plans. Nonetheless, subject to receipt of adequate funding, we are well-positioned to move forward and capitalise on the opportunities ahead.
First power generation can serve as a catalyst for significant near-term growth, unlocking the potential for further development and expansion. I would like to extend my thanks to everyone who has contributed to our progress, and especially to our shareholders, whose support has been instrumental in reaching this stage.
We remain fully committed to executing our plans, delivering value for our shareholders, and building a world-class power project in
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 2024.
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 |
Dividends
There were no dividends recommended or paid during the financial year.
Principal activities
The principal activity of the consolidated entity is to explore, evaluate and develop power solutions in Sub-Saharan Africa through Coalbed Methane (CBM) gas-fired power. 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
The consolidated entity is currently pre-revenue and the loss for the year is in line with expectations. The focus during the year has continued to be development of the Lesedi project area and the targeted connection of the project to the power grid to allow sale of electricity.
Payments for exploration and evaluation assets amounted to
Gas to Power Project
The Lesedi power project ("Lesedi") is Tlou's most advanced project. The first electricity to be generated at Lesedi is planned to go towards satisfying a 10MW Power Purchase Agreement (PPA) that has been signed with Botswana Power Corporation (BPC), the national power utility in
The Lesedi development involves the following key elements including gas production, electricity generation, substation construction and transmission line construction resulting in the sale of electricity.
Gas production
Coalbed methane gas from the Company's gas field in central
To produce gas, the Company drills lateral production wells referred to as "pods" which consist of a vertical production well and lateral wells that intersect the production well. The Company currently has two production pods, Lesedi 4 and Lesedi 6.
During the year, the new Lesedi 6 pod was drilled and put into production with first gas production to surface occurring soon thereafter. The successful redrill of both lateral wells of the Lesedi 4 production pod was also completed during the year. The aim of redrilling the Lesedi 4 wells was to provide straighter lateral sections compared to the original wells. The Lesedi 4 pod has flowed gas for a number of years and these straighter laterals are expected to assist with removing water from the reservoir to more efficiently dewater the coal seam and flow gas consistently.
Lesedi 4 and Lesedi 6 will provide the initial gas for power generation with further pods planned to be drilled. Preparatory work for this drilling campaign is already underway. Additional pods will provide further gas allowing the Company to scale up in a stepwise manner using gas production to expand electricity generation and associated revenue.
Once drilled, a pod needs to be dewatered which involves removing water from the target coal seam and thereafter gas flow increases. As more and more pods are drilled the coal will get progressively dewatered which should aid future gas production.
Electricity Generation
Electricity will be generated on site and sold into the national power grid in
The project is planned to grow incrementally to satisfy the 10MW PPA and then expand further. First generation will be from gas produced at Lesedi 4, Lesedi 6 and planned additional production pods. Generation units are proposed to be added as sufficient gas is produced.
During the year the Company has been working with suppliers in relation to the final design, site setup and delivery options for the initial generators. Gas produced from each pod is gathered and piped to the power generators. Work on the gas gathering network also began during the year.
Substation Construction
Electricity produced by the generators will be fed into the electrical substation which is under construction at the Lesedi site. The substation has been designed to support expansion up to 25MW of power. The substation is scheduled for completion later this year.
Transmission Line Construction
To connect to the national grid, the Company constructed a 100km 66kV transmission line that will tie into the substation at Lesedi and join the existing power grid at the town of Serowe. Construction of the transmission line is virtually complete with minor finishing works and the addition of switchgear at the Serowe end to be done prior to the line being energized. A 66kV line is capable of carrying ~25MW of power. This would allow the company to rapidly expand beyond 10MW.
Exploration and Evaluation
As well as the Lesedi project area, the Company also holds six other prospecting licences (PL) at varying stages of exploration and evaluation. These include the Mamba project which consists of five PL's covering an area of approximately 4,500km2 and the Boomslang licence (approx. 1,000km2). The Mamba and Boomslang licences are situated adjacent to Lesedi and could provide the Company with flexibility and optionality subject to results. Further work on these areas is proposed once the Lesedi project is in production with initial work likely to include a seismic survey and the drilling of core-holes.
Matters subsequent to the end of the financial year
The Company signed an indicative term sheet in July 2024 for a proposed mezzanine debt facility for
Likely developments, risks and expected results of operations
The Company has drilled wells in the Lesedi project area and plans to drill further wells to produce CBM gas. These wells are designed to achieve sufficient gas flow rates for the Company's initial project development. The gas flow rates from these wells are vitally important to assess the viability and commerciality of the Lesedi project. However, at the date of this report the level of gas that may be produced from the project, if gas flow rates can be sustained and if gas production rates will be at commercial rates is not yet known. Further wells will also be required to produce sufficient gas for the planned Lesedi project.
The Company is evaluating additional projects including solar power and possibly hydrogen production, carbon black/graphite production and crypto currencies in addition to the gas-fired power project. These projects may be subject to regulatory approvals. No guarantee can be given in relation to the results of the Company's operations, gas flow rates, regulatory approvals being granted or the ability to secure the funds required to progress all or any of the Company's existing or planned operations.
The Company is subject to risks which may have a material adverse effect on operating and financial performance. Tlou's Risk Management Policy can be found on the Company's website. It is not possible to identify every risk that could affect the business or shareholders. Any actions taken to mitigate these risks cannot provide complete assurance that a risk will not materialise or have a material adverse effect on the business, strategies, assets or performance of the Company. A list of risks currently considered material and mitigation strategies are set out below. This is not an exhaustive list and risks are outlined in no particular order.
|
Risk |
Description |
Mitigation |
|
Funding |
The Company will need to raise additional debt and/or equity funds to support its ongoing operations or implement its planned activities and strategies. This includes but is not limited to funding to complete the infrastructure necessary to connect to the power grid and generate electricity at the Lesedi project and funds to facilitate drilling of additional gas wells to deliver sufficient gas for development of the proposed 10MW power project. There can be no assurance that such funding will be available when required or on satisfactory terms or at all. Inability to find sufficient funds may result in the delay or abandonment of certain activities which would likely have an adverse effect on the Company's progress. |
The Company has operated in
The Company actively manages its capital requirements and maintains close relationships with potential investors.
The Company continues to explore sources of equity capital as well as long-term and short-term debt or mezzanine capital. |
|
Health and Safety |
The project operations are in a remote location, in a sometimes-harsh environment and involves the use of heavy machinery and equipment. |
The Company employs highly skilled and experienced personnel where possible. The Chief Operations Officer is supported by a dedicated Safety, Health and Environment (SHE) officer and a paramedic is also on duty at all times at the field operations. The Company has a training and safety management system and external audits of the safety management system are conducted. All visitors to site are given a safety briefing. |
|
Freedom to Operate |
The Company has licences to operate over 8,000 square km and has had continued access to key licence areas when required. Negative sentiment towards the project or industry may impair Tlou's freedom to operate. Changes to key Government personnel and/or national policy could also impact ability to operate effectively. |
The Company continues to support regular and extensive Government engagement activities to interest and educate lawmakers to the country's natural resource opportunities as well as keep up to date with changing national power strategies and requirements.
Tlou supports and interacts with a wide network of local stakeholders including farmers and landowners to try and ensure that the needs of the community are being met and that the project can provide benefits for all stakeholders including providing long term and sustainable employment opportunities. |
|
Environment |
|
Tlou has full environmental approval in place for development of the gas-to-power project. The Company aims to not just meet environmental requirements but exceed them.
The Company uses local specialists to support its ongoing permit renewals, environmental assessments and licence applications. Continual monitoring of actual and potential impacts on the environment is practiced to try and ensure that any impact on the natural habitat is eliminated or minimised. |
|
Climate |
Climate change initiatives could have an impact on Tlou's operations in the future. Climate initiatives could have a material impact on fossil fuel projects such as Tlou's Lesedi gas-to power project. |
Tlou's Lesedi gas-to-power project aims to be part of a power market in sub-Saharan Africa that will move away from carbon intensive coal and diesel fired power generation. While also a fossil fuel, gas is viewed as a transitional fuel that can assist with providing base load power until such time that sustainable and/or renewable power sources can provide reliable 24-hour base load power.
The Company is aware that it may need to adapt its process to meet future climate needs and will continue to assess new information as it becomes available. |
|
Power Sales |
The Company has signed a 10MW Power Purchase Agreement (PPA) with Botswana Power Corporation (BPC) with the aim for first power to be supplied into the national grid in 2025. There is a risk that the grid connection infrastructure, sustainable gas flows, or availability of generators could be delayed thereby postponing first power sales. No other agreements are currently in place for sale of power or gas to other parties.
|
The Company works closely with its contractors and engineers to progress infrastructure projects in a timely manner.
Management continues to explore opportunities with other potential customers across the region, potentially via the Southern African Power Pool or within |
|
Geological Risk |
The Company has over 8,000 square km of licence areas part of which has not had significant CBM operations to date. There remains significant geological risk in these areas and subject to operational results these areas may not be commercial. |
Tlou has invested in seismic surveys and core hole drilling to identify areas of lower risk prior to conducting further exploration and evaluation. This strategy is planned for undeveloped areas of the project. After a decade of operating in the region and supported by external resource certifications, the operations team have and continue to develop an excellent knowledge of the geological area to help de-risk future exploration and evaluation operations. |
|
Remote Operations |
The Company operates over 100km from established medical and engineering support facilities in the closest urban area which increases costs and risks as well as requiring adequate insurance. |
The Company has on-site paramedic support and has invested in its own stock of equipment so that it can operate as autonomously as possible over a greater range of activities. A purpose-built field operations camp is in place which is suitable for full development of the initial 10MW project and for further expansion. |
|
People |
The Company may lose key executives and management. The Company operates in a competitive environment in relation to talented corporate and technical personnel.
|
The Company continues to search for skilled staff to grow the team to satisfy the Company's needs and ideally to have a lead person and back-up support person for all key positions. In addition, implementation of appropriate staff training and succession plans is a key target. The Company offers incentives and development opportunities for key executives and management to attract the best talent to the Company. |
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 1,240,673 Ordinary Shares
500,000 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
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
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 75,000,000 Ordinary Shares (including 9,000,000 Ordinary Shares that are subject to shareholder approval at a general meeting on 26 September 2024)
500,000 Performance Rights
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
On his return to
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
2,500,000 Performance Rights
Experience
Gabaake graduated with a Bachelor of Science degree in Geology from the University of
Gabaake is a
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 8,000,000 Ordinary Shares (including 1,752,655 Ordinary Shares that are subject to shareholder approval at a general meeting on 26 September 2024)
4,500,000 Performance Rights
Experience
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
Colm studied accountancy at the Galway-Mayo Institute of Technology in
Hugh Swire BA (Hons)
Special Responsibilities Non-Executive Director
Chair of the Risk Committee
Chair of the Audit Committee
Member of the Nomination & Remuneration Committee
Interest in Shares and options 14,994,492 Ordinary Shares (including 1,500,000 Ordinary Shares that are subject to shareholder approval at a general meeting on 26 September 2024)
500,000 Performance Rights
Experience
Hugh started his career working with Mahon China, an established investment management and advisory partnership based in
After leaving Mahon China, Hugh spent a decade working for Investment funds and international banks in
Since 2010, Hugh has been focused on supporting fast growing
Hugh still travels to
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
Prior to joining Tlou Energy Limited as Legal Counsel in February 2013, Solomon worked for Crown Law representing various
Meetings of directors
The number of meetings of the consolidated entity's Board of Directors and committees held during the year ended 30 June 2024, 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 |
|
9 |
9 |
2 |
2 |
4 |
4 |
|
A Gilby |
|
9 |
9 |
2 |
2 |
- |
- |
|
G Gabaake |
|
9 |
9 |
- |
- |
4 |
4 |
|
C Cloonan |
|
9 |
9 |
2 |
2 |
- |
- |
|
H Swire |
|
8 |
9 |
1 |
2 |
4 |
4 |
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
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
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
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 2024
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
Executives
Solomon Rowland Company Secretary
There were no other key management personnel of the consolidated entity during the financial year ended 30 June 2024.
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 2024
|
|
Short-term benefits |
Post Employment benefits |
Long term benefits |
Share based payments |
|
|||
|
|
Salary & Fees |
Cash Bonus |
Superannuation |
Leave Benefits |
Total Cash Remuneration |
Performance Rights |
Equity Compensation |
Total |
|
Directors |
$ |
$ |
$ |
$ |
$ |
$ |
|
$ |
|
M McIver |
60,000 |
- |
6,600 |
- |
66,600 |
- |
0.0% |
66,600 |
|
A Gilby |
323,318 |
- |
13,087 |
- |
336,405 |
- |
0.0% |
336,405 |
|
G Gabaake |
140,200 |
- |
13,319 |
- |
153,519 |
- |
0.0% |
153,519 |
|
C Cloonan |
301,967 |
- |
49,794 |
- |
351,761 |
- |
0.0% |
351,761 |
|
H Swire |
66,600 |
- |
- |
- |
66,600 |
- |
0.0% |
66,600 |
|
Total Directors |
892,085 |
- |
82,800 |
- |
974,885 |
- |
|
974,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives |
|
|
|
|
|
|
|
|
|
S Rowland |
176,963 |
- |
19,466 |
- |
196,429 |
- |
0.0% |
196,429 |
|
Total Executives |
176,963 |
- |
19,466 |
- |
196,429 |
- |
|
196,429 |
|
Total |
1,069,048 |
- |
102,266 |
- |
1,171,314 |
- |
|
1,171,314 |
During the 2024 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 2023
|
|
Short-term benefits |
Post Employment benefits |
Long term benefits |
Share based payments |
|
|||
|
|
Salary & Fees |
Cash Bonus |
Superannuation |
Leave Benefits |
Total Cash Remuneration |
Performance Rights |
Equity Compensation |
Total |
|
Directors |
$ |
$ |
$ |
$ |
$ |
$ |
|
$ |
|
M McIver |
60,000 |
- |
6,300 |
- |
66,300 |
- |
0.0% |
66,300 |
|
A Gilby |
323,318 |
- |
13,087 |
- |
336,405 |
- |
0.0% |
336,405 |
|
G Gabaake |
127,547 |
- |
13,392 |
- |
140,939 |
25,456 |
15.3% |
166,395 |
|
C Cloonan |
236,356 |
- |
24,817 |
- |
261,173 |
50,913 |
16.3% |
312,086 |
|
H Swire |
67,448 |
- |
- |
- |
67,448 |
- |
0.0% |
67,448 |
|
Total Directors |
814,669 |
- |
57,596 |
- |
872,265 |
76,369 |
|
948,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executives |
|
|
|
|
|
|
|
|
|
S Rowland |
176,963 |
- |
18,581 |
- |
195,544 |
- |
0.0% |
195,544 |
|
Total Executives |
176,963 |
- |
18,581 |
- |
195,544 |
- |
|
195,544 |
|
Total |
991,632 |
- |
76,177 |
- |
1,067,809 |
76,369 |
|
1,144,178 |
During the 2023 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. The share-based payments amount included in the table above relate to performance rights granted in the 2022. These amounts were not paid to staff. The figures represent an accounting valuation attributed to the performance rights. This valuation has been spread across 2022 and 2023.
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.
Base Fee: Mr Gilby has waived 50% of his contracted rate up to the end of the reporting period. The amount waived will not be payable by the Company at a future date. The annual cost to the Company excluding share-based payments (if any), after taking account of the 50% deduction, adjustments for industry standards and CPI was approximately
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 25% of his current contracted rate up to the end of the reporting period. The amount waived will not be payable by the Company at a future date. The annual cost to the Company excluding share-based payments (if any), after taking account of the 25% deduction, adjustments for industry standards and CPI was approximately
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: The annual cost to the Company excluding share-based payments (if any), adjustments for industry standards and CPI was approximately
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: The annual cost to the Company excluding share-based payments (if any), adjustments for industry standards and CPI was approximately
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 2024 |
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 |
1,097,816 |
- |
142,857 |
- |
- |
1,240,673 |
|
A Gilby |
50,000,000 |
- |
16,000,000 |
- |
- |
66,000,000 |
|
G Gabaake |
385,999 |
- |
- |
- |
- |
385,999 |
|
C Cloonan |
4,581,387 |
- |
1,665,958 |
- |
- |
6,247,345 |
|
H Swire |
12,065,921 |
- |
1,428,571 |
- |
- |
13,494,492 |
|
S Rowland |
1,046,429 |
- |
- |
- |
- |
1,046,429 |
|
|
69,177,552 |
- |
19,237,386 |
- |
- |
88,414,938 |
Performance rights
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 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 2024 are as set out below:
|
|
Tranche |
Issue Date |
Opening Balance |
Issued |
Exercised |
Lapsed |
Balance at Year End |
Unvested |
Value |
|
M McIver |
(i) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(ii) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(iii) |
31-Jan-17 |
250,000 |
- |
- |
250,000 |
- |
- |
- |
|
|
|
|
|
|
|
|
- |
|
|
|
A Gilby |
(i) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(ii) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(iii) |
31-Jan-17 |
250,000 |
- |
- |
250,000 |
- |
- |
- |
|
|
|
|
|
|
|
|
- |
|
|
|
G Gabaake |
(i) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(ii) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(iii) |
31-Jan-17 |
250,000 |
- |
- |
250,000 |
- |
- |
- |
|
|
(iv) |
15-Dec-21 |
1,000,000 |
- |
- |
- |
1,000,000 |
1,000,000 |
41,800 |
|
|
(v) |
15-Dec-21 |
1,000,000 |
- |
- |
- |
1,000,000 |
1,000,000 |
35,600 |
|
|
|
|
|
|
|
|
- |
|
|
|
C Cloonan |
(i) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(ii) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(iii) |
31-Jan-17 |
250,000 |
- |
- |
250,000 |
- |
- |
- |
|
|
(iv) |
15-Dec-21 |
2,000,000 |
- |
- |
- |
2,000,000 |
2,000,000 |
83,600 |
|
|
(v) |
15-Dec-21 |
2,000,000 |
- |
- |
- |
2,000,000 |
2,000,000 |
71,200 |
|
|
|
|
|
|
|
|
- |
|
|
|
H Swire |
(i) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(ii) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
|
|
|
|
|
|
- |
|
|
|
S Rowland |
(i) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(ii) |
19-Oct-18 |
250,000 |
- |
- |
- |
250,000 |
250,000 |
21,575 |
|
|
(iii) |
31-Jan-17 |
250,000 |
- |
- |
250,000 |
- |
- |
- |
|
Total |
|
|
10,250,000 |
- |
- |
1,250,000 |
9,000,000 |
9,000,000 |
491,100 |
|
Tranche |
Performance conditions and expiry date |
|
(i) |
To vest the share price needs to be AUD |
|
(ii) |
To vest the share price needs to be AUD |
|
(iii) |
To vest the share price needed to be AUD |
|
(iv) |
To vest the share price needs to be AUD |
|
(v) |
To vest the share price needs to be AUD |
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:
|
|
|
|
|
2024 |
2023 |
2022 |
2021 |
2020 |
|
Share price at end of financial year ($) |
0.035 |
0.034 |
0.028 |
0.039 |
0.040 |
|||
|
Market capitalisation at end of financial year ($M) |
44 |
35 |
17 |
23 |
18 |
|||
|
Loss for the financial year ($) |
|
(4,251,607) |
(4,241,208) |
(4,329,116) |
(2,054,237) |
(12,950,601) |
||
|
Cash spend on exploration programs ($) |
(12,605,710) |
(11,866,628) |
(1,991,033) |
(797,340) |
(1,766,761) |
|||
|
|
|
|
|
|
|
|
|
|
|
Director and Key Management Personnel remuneration ($) |
1,171,314 |
1,144,178 |
930,243 |
637,521 |
1,033,623 |
|||
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 2024 financial year.
Other transactions with key management personnel and their related parties
|
|
|
|
|
|
|
|
|
2024 |
2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Payment for goods and services: |
|
|
|
|
|||||
|
Office rent paid to The Gilby McKay Alice Street Partnership, a director-related entity of Anthony Gilby. |
15,600 |
15,600 |
|||||||
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 2024 (2023: Nil).
(End of Remuneration Report)
Shares under option
There were no unissued ordinary shares of Tlou Energy Limited under option at the date of this report.
Performance rights
Issued performance rights at the date of this report are as follows:
|
Issue Date |
Hurdle Price |
Expiry date |
Total |
|
19-Oct-18 |
|
31-Jan-25 |
2,175,000 |
|
19-Oct-18 |
|
31-Jan-25 |
2,175,000 |
|
15-Dec-21 |
|
31-Jan-25 |
3,000,000 |
|
15-Dec-21 |
|
31-Jan-25 |
3,000,000 |
|
1-Feb-23 |
|
31-Jan-25 |
2,000,000 |
|
1-Feb-23 |
|
31-Jan-25 |
2,000,000 |
|
1-Feb-23 |
|
31-Jan-25 |
2,000,000 |
|
|
|
|
16,350,000 |
Shares issued on the exercise of options and performance rights
Other than those disclosed in the tables above there were no ordinary shares of Tlou Energy Limited issued during or since the year ended 30 June 2024 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.
Indemnity and insurance of auditor
The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.
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 27.
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.
|
|
|
|
|
2024 |
2023 |
|
|
|
|
|
$ |
$ |
|
Non-audit services |
|
|
|
|
|
|
Tax consulting and compliance services - BDO Australia |
11,800 |
10,000 |
|||
|
Tax consulting and compliance services - BDO Botswana |
10,671 |
11,498 |
|||
|
Total |
|
|
|
22,471 |
21,498 |
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, 26 September 2024
2024 Annual Reserves Statement
Tlou Energy Limited is pleased to present its Annual Reserves Statement for the period ending 30 June 2024. 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.
An independent review of the Company's gas reserves and contingent resources is planned which may result in an upgrade or downgrade of the current gas reserves and contingent resources. Having conducted an internal review of its gas reserves and resources position during the reporting period and satisfying itself that there was no new data available that might materially increase or decrease 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 2024.
This information was prepared and first disclosed under the SPE-PRMS 2007. It has not been updated since to comply with the SPE-PRMS 2018 on the basis that the information has not materially changed since it was last reported.
| Location
|
Project
|
Tlou Interest
|
Gas Reserves (BCF)
|
|
|
|
|
|
|
|
|
|
30/06/2024 | 30/06/2023 | 30/06/2024 | 30/06/2023 | 30/06/2024 |
30/06/2023 |
|
|
|
|
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) |
|
|
|
||
|
|
|
|
30/06/2024 |
30/06/2023 |
30/06/2024 |
30/06/2023 |
30/06/2024 |
30/06/2023 |
|
|
|
|
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 2024 and comparative petroleum reserves certified at 30 June 2023.
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 2024 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 2024 as against the previous year. The net 2C and 3C contingent resources did not increase from the 2023 year to the 2024 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 2024 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 which were issued in 2007 and were in use in February 2018. The most recent changes to these guidelines, which revised those 2007 guidelines, was issued in June 2018. These revised guidelines will form the basis of any future assessments. The guidelines were re-affirmed by Mr Carl D'Silva of SRK. Mr D'Silva 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 2024
|
|
|
|
|
Consolidated |
|
|
|
|
|
Note |
June 2024 |
June 2023 |
|
|
|
|
|
$ |
$ |
|
|
|
|
|
|
|
|
Interest income |
|
13,339 |
21,747 |
||
|
|
|
|
|
|
|
|
Expenses |
|
|
|
||
|
Employee benefits expense |
3 |
(1,322,923) |
(1,104,063) |
||
|
Depreciation expense |
11 |
(108,850) |
(209,320) |
||
|
Foreign exchange gain/(loss) |
|
(8,799) |
140,528 |
||
|
Interest expense |
14/15 |
(1,087,946) |
(647,457) |
||
|
Share based payment expense |
3/19 |
(45,821) |
(99,651) |
||
|
Professional fees |
|
(326,358) |
(440,509) |
||
|
Occupancy costs |
3 |
(17,346) |
(15,600) |
||
|
Other expenses |
3 |
(1,329,453) |
(1,790,078) |
||
|
Fair value gain/(loss) on financial instruments |
16 |
(17,450) |
(96,805) |
||
|
LOSS BEFORE INCOME TAX |
|
(4,251,607) |
(4,241,208) |
||
|
Income tax |
4 |
- |
- |
||
|
LOSS FOR THE PERIOD |
|
(4,251,607) |
(4,241,208) |
||
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE LOSS |
|
||||
|
Items that may be reclassified to profit or loss |
|
|
|||
|
Exchange differences on translation of foreign operations |
(1,422,107) |
(2,728,403) |
|||
|
TOTAL OTHER COMPREHENSIVE LOSS |
(1,422,107) |
(2,728,403) |
|||
|
TOTAL COMPREHENSIVE LOSS |
(5,673,714) |
(6,969,611) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
||
|
|
|
|
|
Cents |
Cents |
|
Basic loss per share |
5 |
(0.4) |
(0.5) |
||
|
Diluted loss per share |
5 |
(0.4) |
(0.5) |
||
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 2024
|
|
|
|
|
Consolidated |
|
|
|
|
|
Note |
June 2024 |
June 2023 |
|
|
|
|
|
$ |
$ |
|
CURRENT ASSETS |
|
|
|
||
|
Cash and cash equivalents |
6 |
2,517,135 |
6,848,717 |
||
|
Trade and other receivables |
7 |
497,667 |
1,311,444 |
||
|
Other current assets |
8 |
660,372 |
1,140,791 |
||
|
TOTAL CURRENT ASSETS |
|
3,675,174 |
9,300,952 |
||
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
||
|
Exploration and evaluation assets |
9 |
71,994,040 |
60,442,961 |
||
|
Other non-current assets |
10 |
578,927 |
483,775 |
||
|
Property, plant and equipment |
11 |
1,284,618 |
1,399,531 |
||
|
TOTAL NON-CURRENT ASSETS |
|
73,857,585 |
62,326,267 |
||
|
TOTAL ASSETS |
|
77,532,759 |
71,627,219 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
||
|
Trade and other payables |
12 |
1,434,675 |
2,405,713 |
||
|
Short term loan |
|
480,000 |
- |
||
|
Lease liabilities |
|
18,822 |
15,968 |
||
|
Provisions |
13 |
511,970 |
417,158 |
||
|
TOTAL CURRENT LIABILITIES |
|
2,445,467 |
2,838,839 |
||
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
||
|
Convertible notes |
14 |
12,203,202 |
8,086,011 |
||
|
Long term loan |
15 |
- |
2,000,000 |
||
|
Derivatives |
16 |
139,455 |
122,005 |
||
|
Lease liabilities |
|
18,654 |
37,797 |
||
|
Provisions |
13 |
134,000 |
134,000 |
||
|
TOTAL NON-CURRENT LIABILITIES |
|
12,495,311 |
10,379,813 |
||
|
TOTAL LIABILITIES |
|
14,940,778 |
13,218,652 |
||
|
|
|
|
|
|
|
|
NET ASSETS |
|
62,591,981 |
58,408,567 |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
||
|
Contributed equity |
17 |
130,015,701 |
121,509,325 |
||
|
Reserves |
|
(9,416,123) |
(9,344,768) |
||
|
Accumulated losses |
|
(58,007,597) |
(53,755,990) |
||
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
62,591,981 |
58,408,567 |
||
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 2024
|
|
Contributed Equity |
Share Based Payments Reserve |
Foreign Currency Translation Reserve |
Convertible Equity Reserve |
Accumulated Losses |
Total |
|
|
$ |
$ |
$ |
|
$ |
$ |
|
Consolidated |
|
|
|
|
|
|
|
Balance at 1 July 2022 |
106,763,927 |
1,157,804 |
(7,873,820) |
- |
(49,514,782) |
50,533,129 |
|
Loss for the period |
- |
- |
- |
- |
(4,241,208) |
(4,241,208) |
|
Other comprehensive income, net of tax |
- |
- |
(2,728,403) |
- |
- |
(2,728,403) |
|
Total comprehensive income |
- |
- |
(2,728,403) |
- |
(4,241,208) |
(6,969,611) |
|
|
|
|
|
|
|
|
|
Transactions with owners in their capacity as owners |
|
|
|
|||
|
Share based payments |
- |
99,651 |
- |
- |
- |
99,651 |
|
Shares issued, net of costs |
14,745,398 |
- |
- |
- |
- |
14,745,398 |
|
|
14,745,398 |
99,651 |
- |
- |
- |
14,845,049 |
|
Balance at 30 June 2023 |
121,509,325 |
1,257,455 |
(10,602,223) |
- |
(53,755,990) |
58,408,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2023 |
121,509,325 |
1,257,455 |
(10,602,223) |
- |
(53,755,990) |
58,408,567 |
|
Loss for the period |
- |
- |
- |
- |
(4,251,607) |
(4,251,607) |
|
Other comprehensive income, net of tax |
- |
- |
(1,422,107) |
- |
- |
(1,422,107) |
|
Total comprehensive income |
- |
- |
(1,422,107) |
- |
(4,251,607) |
(5,673,714) |
|
|
|
|
|
|
|
|
|
Transactions with owners in their capacity as owners |
|
|
|
|||
|
Share based payments |
- |
45,821 |
- |
|
- |
45,821 |
|
Conversion feature of the convertible loans |
- |
- |
- |
1,304,931 |
|
1,304,931 |
|
Shares issued, net of costs |
8,506,376 |
- |
- |
|
- |
8,506,376 |
|
|
8,506,376 |
45,821 |
- |
1,304,931 |
- |
9,857,128 |
|
Balance at 30 June 2024 |
130,015,701 |
1,303,276 |
(12,024,330) |
1,304,931 |
(58,007,597) |
62,591,981 |
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 2024
|
|
|
|
|
Consolidated |
|
|
|
|
|
Note |
June 2024 |
June 2023 |
|
|
|
|
|
$ |
$ |
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
||
|
Payments to suppliers and employees (inclusive of GST and VAT) |
(2,996,421) |
(3,164,020) |
|||
|
Interest received |
|
13,343 |
21,747 |
||
|
Interest paid |
|
- |
(16,438) |
||
|
GST and VAT received |
|
129,483 |
422,234 |
||
|
NET CASH USED IN OPERATING ACTIVITIES |
27 |
(2,853,595) |
(2,736,477) |
||
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
||
|
Payments for exploration and evaluation assets |
9 |
(12,605,710) |
(11,886,628) |
||
|
Payment for property, plant and equipment |
11 |
(5,552) |
(1,883,994) |
||
|
Deposits for purchase of property, plant and equipment |
(703,240) |
- |
|||
|
NET CASH USED IN INVESTING ACTIVITIES |
|
(13,314,502) |
(13,770,622) |
||
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
||
|
Proceeds from issue of shares |
|
8,480,258 |
14,853,721 |
||
|
Proceeds from borrowings |
|
3,480,000 |
2,000,000 |
||
|
Issue costs |
|
(87,882) |
(108,323) |
||
|
Payments of lease liabilities |
|
(18,860) |
(13,336) |
||
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
11,853,516 |
16,732,062 |
|||
|
|
|
|
|
|
|
|
Net (decrease)/increase in cash held |
|
(4,314,581) |
224,963 |
||
|
Cash at the beginning of the period |
|
6,848,717 |
7,875,025 |
||
|
Effects of exchange rate changes on cash |
|
(17,001) |
(1,251,271) |
||
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD |
6 |
2,517,135 |
6,848,717 |
||
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Notes to the financial statements
Note 1. Material 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 30.
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
The principal activity of the consolidated entity is to explore, evaluate and develop power solutions in Sub-Saharan Africa through Coalbed Methane (CBM) gas-fired power. 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.
Currency
The financial report is presented in Australian dollars, rounded to the nearest dollar, which is the functional and presentation currency of the parent entity.
Authorisation of financial report
The financial report was authorised for issue on 26 September 2024.
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 except for derivative financial instruments which are measured at fair value.
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 the functional currency 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. Refer to Note 18. for accounting policy on translation of foreign operations.
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.
For the period ended 30 June 2024, the Group incurred a loss of
The ability of the Group to continue as a going concern is dependent upon completing a capital raise or securing other forms of financing within the next two months. This is in addition to amounts already raised subsequent to balance date. These funds are required to continue development of planned power projects and to meet the consolidated Group's working capital requirements. The ability of the Group to continue as a going concern is also dependent upon future capital raises.
These conditions give rise to material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern. Whilst acknowledging these uncertainties, the Directors have concluded that the going concern basis of preparation of the financial statements is appropriate considering the following circumstances:
· The Company has signed an indicative term sheet for a proposed mezzanine debt facility of
· Management is in discussions with a number of parties to provide further funding for completion of work to connect the Group's power project to the electricity grid and expand its power project;
· The Company's largest shareholder continues to support the company and has provided a
· Funds could possibly be raised through the equity markets.
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. Should the Group be unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial report. This financial report does not include any adjustments related to the recoverability and classification of recorded asset amounts or classification of liabilities and appropriate disclosures that may be necessary should the Group be unable to continue as a going concern.
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) Impairment of non-financial assets
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.
(c) 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.
(d) Comparative figures
When required by accounting standards comparative figures have been adjusted to conform to changes in presentation for the current financial year.
(e) 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.
Derivative financial instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The fair value adjustment is through profit or loss.
(f) Borrowings
Financial liabilities
Non-derivative financial liabilities other than financial guarantees are subsequently measured at amortised cost using the effective interest method.
The Consolidated entity's financial liabilities measured at amortised cost include trade and other payables and the host liability of convertible notes.
Convertible notes
The conversion feature included in convertible notes is assessed to determine if it satisfies or fails the fixed-for-fixed requirement to be classified as a compound financial instrument containing an equity component. If this requirement is failed the notes are separated into the host liability and the derivative liability component of the notes.
Subsequent to initial recognition any changes in fair value of the derivative liability at each balance date are recognised in profit or loss.
The host liability is subsequently recognised on an amortised cost basis until extinguished on conversion or maturity of the notes.
(g) 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.
(h) New Standards and Interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2024 reporting periods. The consolidated entity has decided against early adoption of these standards. The consolidated entity 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.
Management has considered whether Tlou is still in the E&E phase or has moved into development. The projects should still be classified as E&E as the technical and commercial feasibility has not been established. In particular:
· whilst there has been independently certified gas reserves and contingent resources whether or not these reserve gas flow rates will be of a commercial quantity has not been established;
· funding for the commercialisation of reserves and for a commercial level of production has not been confirmed; and
· a final investment decision has not been made.
At the date of this report the Directors consider that Tlou is still in the E&E phase. While the Company has made significant strides during 2024, the three points above are still relevant, i.e. (i) commercial gas flow rates are yet to be established, (ii) agreed funding to commercialise the project is not yet in place, (iii) we have not reached a final investment decision. Based on these facts and despite the progress this year the project remains in the E&E stage.
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 2024 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 2024 |
June 2023 |
|
Loss before income tax includes the following specific expenses: |
$ |
$ |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Employee benefits expense |
|
|
|
|
|
|
|||
|
● |
Defined contribution superannuation expense |
|
92,919 |
86,731 |
|||||
|
● |
Performance rights |
|
|
|
|
45,821 |
99,651 |
||
|
● |
Other employee benefits expense |
|
|
1,230,004 |
1,017,332 |
||||
|
|
|
|
|
|
|
|
|
1,368,744 |
1,203,714 |
|
|
|
|
|
|
|
|
|
|
|
|
Occupancy costs |
|
|
|
|
|
|
|
||
|
● |
Rental expense relating to short-term leases ‑ minimum lease rentals |
17,346 |
15,600 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses include the following specific items: |
|
|
|
||||||
|
● |
Travel and accommodation costs |
|
|
324,475 |
216,403 |
||||
|
● |
Consultants |
|
|
|
|
|
192,991 |
174,488 |
|
|
● |
Stock exchange, advisory, secretarial fees |
|
|
388,848 |
400,602 |
||||
|
● |
Investor relations |
|
|
|
|
247,360 |
634,999 |
||
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 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Loss before income tax |
|
|
|
|
(4,251,607) |
(4,241,208) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Tax at the domestic tax rates applicable to profits in the country concerned at 30% (2023: 30%) |
(1,275,482) |
(1,272,362) |
|||||||
|
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income: |
|
||||||||
|
Other non-temporary items |
|
|
|
|
159,606 |
(844,141) |
|||
|
Difference in overseas tax rates |
|
|
|
|
(244,165) |
(38,637) |
|||
|
Deferred tax asset not recognised |
|
|
|
1,360,041 |
2,155,140 |
||||
|
Income tax benefit |
|
|
|
|
|
- |
- |
||
|
|
|
|
|
|
|
|
|
|
|
|
Recognised deferred tax assets |
|
|
|
|
|
|
|||
|
Unused tax losses |
|
|
|
|
|
10,072,038 |
6,701,070 |
||
|
|
|
|
|
|
|
|
|
10,072,038 |
6,701,070 |
|
Recognised deferred tax liabilities |
|
|
|
|
|
||||
|
Assessable temporary differences |
|
|
|
10,072,038 |
6,701,070 |
||||
|
|
|
|
|
|
|
|
|
10,072,038 |
6,701,070 |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
79,533,747 |
74,246,232 |
|||||||
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 2024 |
June 2023 |
|
|
|
|
|
|
|
|
$ |
$ |
|
Reconciliation of earnings used in calculating basic and diluted loss per share: |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Loss for the year attributable to owners of Tlou Energy Limited |
(4,251,607) |
(4,241,208) |
||||||
|
Loss used in the calculation of the basic and dilutive loss per share |
(4,251,607) |
(4,241,208) |
||||||
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares used as the denominator |
|
|
||||||
|
|
|
|
|
|
|
|
Number |
Number |
|
Number used in calculating basic and diluted loss per share |
1,097,174,676 |
803,547,703 |
||||||
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 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank |
|
|
|
|
|
2,517,135 |
6,848,717 |
||
|
|
|
|
|
|
|
|
|
2,517,135 |
6,848,717 |
Note 7. Trade and Other Receivables
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Current |
|
|
|
|
|
|
|
|
|
|
Other receivables |
|
|
|
|
|
220 |
23,443 |
||
|
GST/VAT receivable |
|
|
|
|
|
497,447 |
1,288,001 |
||
|
|
|
|
|
|
|
|
|
497,667 |
1,311,444 |
Note 8. Other Current Assets
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Deposits |
|
|
|
|
|
660,372 |
1,140,791 |
||
|
|
|
|
|
|
|
|
|
660,372 |
1,140,791 |
Note 9. Exploration and Evaluation Assets
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest or project. 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 or project 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 and project to determine the appropriateness of continuing to carry forward related costs.
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Exploration and evaluation assets |
|
|
71,994,040 |
60,442,961 |
|||||
|
|
|
|
|
|
|
|
|
71,994,040 |
60,442,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
Movements in exploration and evaluation assets |
|
$ |
$ |
||||||
|
Balance at the beginning of period |
|
|
60,442,961 |
50,180,613 |
|||||
|
Exploration and evaluation expenditure during the year |
|
12,986,071 |
12,281,203 |
||||||
|
Foreign currency translation |
|
|
|
|
(1,434,992) |
(2,018,855) |
|||
|
Balance at the end of period |
|
|
|
|
71,994,040 |
60,442,961 |
|||
The recoupment of costs carried forward in relation to projects or 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 10. Other non-current assets
Inventory and well consumables are valued at lower of cost and net realisable value. Inventory and well consumables are allocated to exploration and evaluation expenditure when the assets are used in operations.
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Inventory and well consumables - at cost |
|
|
578,927 |
483,775 |
|||||
|
|
|
|
|
|
|
|
|
578,927 |
483,775 |
Note 11. 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 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Right-of-use assets, plant and equipment at cost |
|
5,110,937 |
5,221,832 |
||||||
|
Accumulated depreciation |
|
|
|
|
(3,826,319) |
(3,822,301) |
|||
|
|
|
|
|
|
|
|
|
1,284,618 |
1,399,531 |
|
Movements in Carrying Amounts |
|
|
|
|
|
|
|
|||
|
Movement in the carrying amounts between the beginning and the end of the current financial year: |
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leasehold Land and Buildings |
Site Equipment |
Motor Vehicles |
Office Equipment |
Furniture and Fittings |
Total |
|
Balance at the beginning of year |
1,113,910 |
122,274 |
5,385 |
45,018 |
112,944 |
1,399,531 |
||||
|
Additions |
|
|
- |
1,508 |
- |
4,044 |
- |
5,552 |
||
|
Disposals |
|
|
- |
- |
- |
(587) |
- |
(587) |
||
|
Depreciation and amortisation |
(16,203) |
(38,844) |
(5,339) |
(16,410) |
(31,467) |
(108,263) |
||||
|
Foreign exchange movements |
(9,438) |
(1,050) |
(46) |
(125) |
(956) |
(11,615) |
||||
|
Carrying amount at the end of year |
1,088,269 |
83,888 |
- |
31,940 |
80,521 |
1,284,618 |
||||
Included in property, plant and equipment are right-of-use assets with a carrying value of $30,117 (2023: $60,059).
|
2023 |
|
|
|
|
Leasehold Land and Buildings |
Site Equipment |
Motor Vehicles |
Office Equipment |
Furniture and Fittings |
Total |
|
Balance at the beginning of year |
|
130,354 |
150,964 |
33,509 |
51,665 |
- |
366,492 |
|||
|
Additions |
|
|
|
1,058,057 |
116,821 |
|
14,443 |
133,373 |
1,322,694 |
|
|
Disposals |
|
|
|
(3,307) |
|
(15,758) |
(2,374) |
(21,439) |
||
|
Depreciation and amortisation |
|
(16,342) |
(129,261) |
(26,484) |
(4,555) |
(11,671) |
(188,313) |
|||
|
Foreign exchange movements |
|
(58,159) |
(12,943) |
(1,640) |
(777) |
(6,384) |
(79,903) |
|||
|
Carrying amount at the end of year |
1,113,910 |
122,274 |
5,385 |
45,018 |
112,944 |
1,399,531 |
||||
Included in property, plant and equipment are right-of-use assets with a carrying value of $60,059 (2022: $70,323).
Note 12. 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 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Current |
|
|
|
|
|
|
|
|
|
|
Trade payables |
|
|
|
|
|
462,071 |
1,828,817 |
||
|
Accruals |
|
|
|
|
|
|
955,981 |
533,380 |
|
|
Other payables |
|
|
|
|
|
16,623 |
43,516 |
||
|
|
|
|
|
|
|
|
|
1,434,675 |
2,405,713 |
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 13. 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 2024 |
June 2023 |
|
Current |
|
|
|
|
|
|
$ |
$ |
|
|
Employee benefits |
|
|
|
|
357,269 |
243,590 |
|||
|
Employee benefits - Botswana severance |
|
|
154,701 |
173,568 |
|||||
|
|
|
|
|
|
|
|
|
511,970 |
417,158 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
||
|
Rehabilitation |
|
|
|
|
|
134,000 |
134,000 |
||
|
|
|
|
|
|
|
|
|
134,000 |
134,000 |
Note 14. Convertible notes
The parent entity has convertible notes and loans as follows:
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Convertible notes |
|
|
|
|
|
8,417,722 |
8,086,011 |
||
|
Convertible loans |
|
|
|
|
|
3,785,480 |
- |
||
|
|
|
|
|
|
|
|
|
12,203,202 |
8,086,011 |
Convertible Notes
The parent entity issued convertible notes totalling US$5,000,000 on 24 January 2022. The notes are convertible into ordinary shares of the parent entity, at the option of the holder at the higher of:
(a) A 10% discount to the weighted average traded price of the Company's shares on the ASX over the 90 days prior to the Conversion Date; and
(b) A$0.06
The notes incur interest at 7.75% and the Company has capitalised interest for the first 24 months with interest payments due at six-month intervals thereafter. The notes expire on 24 January 2027, being 5 years after issue.
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Opening Balance |
|
|
|
|
|
8,086,011 |
7,263,643 |
||
|
Interest capitalised |
|
|
|
|
|
369,246 |
614,581 |
||
|
Effect of foreign exchange movement |
|
|
(37,535) |
207,787 |
|||||
|
Non-current host liability |
|
|
|
|
8,417,722 |
8,086,011 |
|||
Convertible Loans
ILC Investments Pty Ltd ("ILC") and ILC BC Pty Ltd ("ILCB") have provided loans to the Company, made up of a converted ILC term loan along with an additional $2m loan from ILC and a separate $1m loan from ILCB. ILC is Tlou's largest shareholder. Interest on the loans is charged at 10% per annum. The convertible loans are repayable at the earlier of 30 April 2026 or 60 days after the date the Company first generates and supplies electricity into the grid from its Lesedi project. At any time during the term, ILC and ILCB may elect to convert the whole or part of the loan into shares in the Company at $0.035 per share.
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Opening balance |
|
|
|
|
|
- |
- |
||
|
Loans advanced |
|
|
|
|
|
3,000,000 |
- |
||
|
Transferred from long term loan |
|
|
|
|
2,090,411 |
- |
|||
|
Conversion component on initial recognition |
|
|
(1,304,931) |
- |
|||||
|
Interest expense |
|
|
|
|
|
352,026 |
- |
||
|
Interest accrued |
|
|
|
|
|
(352,026) |
- |
||
|
|
|
|
|
|
|
|
|
3,785,480 |
- |
With the inclusion of the convertible option on the loans, the company undertook a valuation of the loans to include the financial liability and the conversion feature of the loan.
The convertible loans comprise: (a) a debt instrument; and (b) a conversion feature to exchange the loans for a fixed number of equity instruments. In valuing the convertible loans it was necessary to determine the fair value of the liability component and subtract this value from the face value of the convertible loans to determine the equity component.
|
|
|
|
|
|
|
|
$ |
$ |
$ |
|
|
|
|
|
|
|
|
ILC Loan |
ILCB Loan |
Total |
|
Valuation Date |
|
|
|
|
08-Nov-23 |
03-Nov-23 |
|
||
|
Face Value |
|
|
|
|
4,090,411 |
1,000,000 |
5,090,411 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liability Component |
|
|
|
3,043,980 |
741,500 |
3,785,480 |
|||
|
Conversion Feature Component |
|
|
|
1,046,431 |
258,500 |
1,304,931 |
|||
|
Total |
|
|
|
|
|
4,090,411 |
1,000,000 |
5,090,411 |
|
The financial liability is classified as a non-current liability and the conversion feature is classified as an equity reserve.
Note 15. Long Term Loan
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Opening balance |
|
|
|
|
|
2,000,000 |
- |
||
|
Loans advanced |
|
|
|
|
|
- |
2,000,000 |
||
|
Interest capitalised |
|
|
|
|
|
90,411 |
32,876 |
||
|
Interest accrued |
|
|
|
|
|
- |
(32,876) |
||
|
Transferred to convertible loan |
|
|
|
|
(2,090,411) |
- |
|||
|
|
|
|
|
|
|
|
|
- |
2,000,000 |
ILC Investments Pty Ltd ("ILC") provided a loan to the Company during the year ended 30 June 2023. In November 2023 the terms of the loan were amended with a conversion option added. The balance at the date of amendment and accrued interest up to date of amendment were then reclassified as a convertible loan as outlined in Note 14. above
Note 16. Derivatives
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
Non-current |
|
|
|
|
|
$ |
$ |
||
|
Opening balance |
|
|
|
|
|
122,005 |
67,600 |
||
|
Fair value movement recognised in profit or loss |
|
17,450 |
54,405 |
||||||
|
Closing balance |
|
|
|
|
|
139,455 |
122,005 |
||
Non-current derivatives relate to the conversion feature included in the convertible notes issued on 24 January 2022. The initial fair value and the value as at 30 June 2024 of the derivative portion of the note was determined using a binomial option model.
Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.
AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2), and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
The fair value of the consolidated entity's derivatives is determined using valuation techniques as they are not traded in an active market. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. The conversion feature derivative is considered to be a level 3 measurement as the binomial pricing model includes unobservable inputs.
Changes in the value of the derivatives that have been recognised are included in the tables above.
Note 17. 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 2024 |
June 2023 |
June 2024 |
June 2023 |
|
|
|
|
|
|
|
Shares |
Shares |
$ |
$ |
|
Opening balance |
|
|
|
1,024,583,025 |
600,199,039 |
121,509,325 |
106,763,927 |
||
|
Issue of ordinary shares during the year |
245,550,226 |
424,383,986 |
8,594,258 |
14,853,721 |
|||||
|
Share issue costs |
|
|
|
- |
- |
(87,882) |
(108,323) |
||
|
Ordinary shares ‑ fully paid |
|
|
1,270,133,251 |
1,024,583,025 |
130,015,701 |
121,509,325 |
|||
Ordinary shares issued during the year
|
|
|
Issue Date |
No. of Shares |
Issue Price (AUD) |
|
Placement |
12-Oct-23 |
19,399,332 |
$0.035 |
|
|
Placement |
|
7-Feb-24 |
32,554,360 |
$0.035 |
|
Placement |
|
2-Apr-24 |
177,596,534 |
$0.035 |
|
Placement |
|
29-Apr-24 |
16,000,000 |
$0.035 |
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.
Note 18. 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 and performance rights granted to employees and others under equity-settled share-based payment arrangements.
Convertible Equity Reserve
The convertible equity reserve is used to record the equity component of convertible loans. The convertible loans are classified as a financial instrument containing a debt component and an equity component. The equity component relates to the conversion feature to exchange the loans for a fixed number of equity instruments.
Note 19. 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, 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 2024, the were no outstanding options for ordinary shares in Tlou Energy Limited (2023: Nil).
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.
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.
Performance Rights
At 30 June 2024, the following performance rights were on issue.
|
Issue Date |
Hurdle Price |
|
Expiry date |
1/07/2023 |
Issued |
Exercised |
Lapsed |
30/06/2024 |
|
31/01/2017 |
$0.28 |
|
31/01/2024 |
2,275,000 |
- |
- |
(2,275,000) |
- |
|
19/10/2018 |
$0.165 |
|
31/01/2025 |
2,175,000 |
- |
- |
- |
2,175,000 |
|
19/10/2018 |
$0.22 |
|
31/01/2025 |
2,175,000 |
- |
- |
- |
2,175,000 |
|
15/12/2021 |
$0.10 |
|
31/01/2025 |
3,000,000 |
- |
- |
- |
3,000,000 |
|
15/12/2021 |
$0.165 |
|
31/01/2025 |
3,000,000 |
- |
- |
- |
3,000,000 |
|
1/02/2023 |
$0.165 |
|
31/01/2025 |
2,000,000 |
- |
- |
- |
2,000,000 |
|
1/02/2023 |
$0.22 |
|
31/01/2025 |
2,000,000 |
- |
- |
- |
2,000,000 |
|
1/02/2023 |
$0.28 |
|
31/01/2025 |
2,000,000 |
- |
- |
- |
2,000,000 |
|
|
|
|
|
18,625,000 |
- |
- |
(2,275,000) |
16,350,000 |
Performance Condition
To vest and become exercisable the share price needs to be at or greater than the hurdle price for a period of 10 consecutive trading days.
Each performance right provides the right to receive one share, subject to the satisfaction of any applicable performance conditions. Unless the Board exercises its discretion, performance rights are forfeited on the occurrence of certain specified events, including, but not limited to, ceasing to be an employee or contractor of the Company or its associated entities for any reason, including, but not limited to death, illness, permanent disability, redundancy or otherwise.
Fair value of performance rights granted
The fair value at grant date is determined using a binomial option pricing model that takes into account the exercise price, the term of the performance rights, 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 performance rights.
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transaction recognised during the year were as follows:
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Performance rights |
|
|
|
|
|
45,821 |
99,651 |
||
|
|
|
|
|
|
|
|
|
45,821 |
99,651 |
The weighted average remaining contractual life of performance rights outstanding at the end of the period is 7 months (2023: 1.47 years).
Note 20. Commitments
Exploration and evaluation 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 along with obligations under contracts related to the construction of electrical substations and associated infrastructure which are not provided for in the financial statements are as follows:
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
Minimum expenditure requirements |
|
|
$ |
$ |
||||
|
● |
not later than 12 months |
|
|
|
1,381,936 |
5,630,270 |
||
|
● |
between 12 months and 5 years |
|
|
450,469 |
263,181 |
|||
|
|
|
|
|
|
|
|
1,832,405 |
5,893,451 |
Note 21. Financial instruments
Overview
The consolidated entity's principal financial instruments comprise receivables, payables, cash and term deposits, convertible notes, derivatives and long-term loans. 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 2024 |
June 2023 |
|
Financial Assets |
|
|
|
|
|
$ |
$ |
||
|
Cash and cash equivalents |
|
|
|
|
2,517,135 |
6,848,717 |
|||
|
Trade and other receivables |
|
|
|
|
497,667 |
1,311,444 |
|||
|
|
|
|
|
|
|
|
|
3,014,802 |
8,160,161 |
|
Financial Liabilities |
|
|
|
|
|
|
|
||
|
Trade and other payables (including lease liabilities) |
|
1,472,151 |
2,459,478 |
||||||
|
Convertible notes |
|
|
|
|
|
12,203,202 |
8,086,011 |
||
|
Derivatives |
|
|
|
|
|
139,455 |
122,005 |
||
|
Long-term loan |
|
|
|
|
|
- |
2,000,000 |
||
|
Short-term loan |
|
|
|
|
|
480,000 |
- |
||
|
|
|
|
|
|
|
|
|
14,294,808 |
12,667,494 |
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. During the current year the consolidated entity has entered into a foreign exchange forward contract to mitigate its foreign exchange risk. 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 any other derivative transactions (apart from its foreign exchange forward contract) 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 2024 |
|
|
|
|
||||
|
Cash and cash equivalents |
|
|
25,171 |
(25,171) |
25,171 |
(25,171) |
||
|
Consolidated - 30 June 2023 |
|
|
|
|
|
|||
|
Cash and cash equivalents |
|
|
68,487 |
(68,487) |
68,487 |
(68,487) |
||
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 $2,517,135 (2023: $6,848,717).
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 2024 |
$ |
$ |
$ |
$ |
||||
|
Trade and other payables (including lease liabilities) |
1,453,497 |
18,654 |
1,472,151 |
1,472,151 |
||||
|
Short term loan |
|
|
|
480,000 |
- |
480,000 |
480,000 |
|
|
Convertible instruments & derivatives |
1,662,037 |
15,280,643 |
16,942,680 |
12,342,657 |
||||
|
|
|
|
|
|
|
|
|
|
|
Consolidated - 30 June 2023 |
|
|
|
|
|
|||
|
Trade and other payables (including lease liabilities) |
2,421,681 |
37,797 |
2,459,478 |
2,459,478 |
||||
|
Long term loan |
|
|
|
198,356 |
2,378,630 |
2,576,986 |
2,000,000 |
|
|
Convertible instruments & derivatives |
- |
10,727,761 |
10,727,761 |
8,208,016 |
||||
(c) Foreign exchange risk
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.
During the prior year the consolidated entity entered into a foreign exchange forward contract to mitigate its foreign exchange risk. Apart from this contract 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:
|
|
|
2024 |
2024 |
2024 |
2024 |
2023 |
2023 |
2023 |
2023 |
|
|
|
USD |
BWP |
ZAR |
GBP |
USD |
BWP |
ZAR |
GBP |
|
|
|
A$ |
A$ |
A$ |
A$ |
A$ |
A$ |
A$ |
A$ |
|
Financial Assets |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
34,331 |
1,923,839 |
43,996 |
9,056 |
37,301 |
142,007 |
1,023 |
965,200 |
|
|
Trade and other receivables |
- |
475,709 |
- |
- |
- |
1,284,732 |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
- |
(378,394) |
- |
- |
- |
(1,739,096) |
- |
- |
|
|
Convertible instruments |
(8,417,722) |
|
|
|
(8,086,011) |
|
|
|
|
|
Net Financial Instruments |
(8,383,391) |
2,021,154 |
43,996 |
9,056 |
(8,048,710) |
(312,357) |
1,023 |
965,200 |
|
Foreign currency rate sensitivity
Based on financial instruments held at 30 June 2024, 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 |
|
2024 |
|
|
|
$ |
$ |
$ |
$ |
|
Dollar (US) |
|
|
(3,433) |
3,433 |
(3,433) |
3,433 |
|
|
Pula (Botswana) |
|
(202,115) |
202,115 |
(202,115) |
202,115 |
||
|
Rand (South Africa) |
|
(4,400) |
4,400 |
(4,400) |
4,400 |
||
|
Pound (UK) |
|
|
(906) |
906 |
(906) |
906 |
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
Dollar (US) |
|
|
(3,730) |
3,730 |
(3,730) |
3,730 |
|
|
Pula (Botswana) |
|
31,236 |
(31,236) |
31,236 |
(31,236) |
||
|
Rand (South Africa) |
|
(102) |
102 |
(102) |
102 |
||
|
Pound (UK) |
|
|
(96,520) |
96,520 |
(96,520) |
96,520 |
|
(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 22. 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 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Short-term employee benefits |
|
|
|
|
1,069,048 |
991,632 |
|||
|
Post-employment benefits |
|
|
|
|
102,266 |
76,177 |
|||
|
|
|
|
|
|
|
|
|
1,171,314 |
1,067,809 |
|
|
|
|
|
|
|
|
|
|
|
|
Share based payments |
|
|
|
|
- |
76,369 |
|||
|
|
|
|
|
|
|
|
|
1,171,314 |
1,144,178 |
Note 23. Auditors' Remuneration
During the year the following fees were paid or payable for services provided by the auditor of the consolidated entity:
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Audit services |
|
|
|
|
|
|
|
||
|
|
Auditing or reviewing the financial statements - BDO Australia |
90,000 |
76,000 |
||||||
|
|
Auditing or reviewing the financial statements - BDO Botswana |
41,391 |
34,580 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
Non-audit services - BDO Australia |
|
|
|
|
|
||||
|
|
Tax consulting and compliance services - BDO Australia |
11,800 |
10,000 |
||||||
|
|
Tax consulting and compliance services - BDO Botswana |
10,671 |
11,498 |
||||||
|
Total |
|
|
|
|
|
|
153,862 |
132,078 |
|
Note 24. Contingent Liabilities
The Directors are not aware of any contingent liabilities (2023: nil).
Note 25. Related Party Transactions
Parent entity
The legal parent entity is Tlou Energy Limited.
Subsidiaries
Interests in subsidiaries are set out in Note 28.
Transactions with related parties
The following transactions occurred with related parties:
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
2024 |
2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Payment for goods and services: |
|
|
|
|
|||||
|
Office rent paid to The Gilby McKay Alice Street Partnership, a director-related entity of Anthony Gilby. |
15,600 |
15,600 |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Loans to/from related parties |
|
|
|
|
|
|
|||
|
Convertible loan from ILC Investment Pty Ltd, a significant shareholder of the Company |
2,090,411 |
2,000,000 |
|||||||
|
Convertible loan from ILC BC Pty Ltd, a related party of ILC Investments Pty Ltd, a significant shareholder of the Company |
1,000,000 |
- |
|||||||
|
Loan from ILC BC Pty Ltd, a related party of ILC Investments Pty Ltd, a significant shareholder of the Company |
480,000 |
- |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivable from and payable to related parties |
|
|
|
||||||
|
The following balances are outstanding at the reporting date in relation to transactions with related parties: |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Current payables: |
|
|
|
|
|
|
|
||
|
Interest accrued on loans with ILC Investments Pty Ltd, a significant shareholder of the Company, and ILC BC Pty Ltd a related party of ILC Investments Pty Ltd |
352,026 |
16,438 |
|||||||
Note 26. 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 2024 no revenue has been derived from its operations (2023: nil).
Segment assets
Segment non-current assets are allocated to countries based on where the assets are located as outlined below:
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Botswana |
|
|
|
|
|
73,834,868 |
62,294,541 |
||
|
Australia |
|
|
|
|
|
|
22,717 |
31,726 |
|
|
|
|
|
|
|
|
|
|
73,857,585 |
62,326,267 |
Note 27. Cash Flow Information
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
Reconciliation of cash flow from operations |
|
|
|
|
|||||
|
Loss for the period |
|
|
|
|
|
(4,251,607) |
(4,241,208) |
||
|
Depreciation |
|
|
|
|
|
108,263 |
209,320 |
||
|
Share-based payments |
|
|
|
|
45,821 |
99,651 |
|||
|
Salaries and fees paid in equity |
|
|
|
|
114,000 |
- |
|||
|
Fair value gain/(loss) on financial instruments |
|
|
17,450 |
96,805 |
|||||
|
Loss on disposal of fixed asset |
|
|
|
|
587 |
- |
|||
|
Capitalised interest |
|
|
|
|
|
459,657 |
614,581 |
||
|
Net exchange differences |
|
|
|
|
(26,857) |
59,424 |
|||
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|||||
|
Decrease/(increase) in trade and other receivables |
|
(75,549) |
82,907 |
||||||
|
Increase/(decrease) in trade payables and accruals |
|
663,456 |
259,723 |
||||||
|
Increase/(decrease) in other payables |
|
|
(15,832) |
(13,118) |
|||||
|
Decrease/(increase) in prepayments |
|
|
3,956 |
49,515 |
|||||
|
Increase/(decrease) in provisions |
|
|
|
103,059 |
45,924 |
||||
|
|
|
|
|
|
|
|
|
(2,853,595) |
(2,736,477) |
|
|
|
|
|
|
|
|
|
|
|
|
(b) |
Non-cash financing and investing activities |
|
|
|
|||||
|
|
Issue of shares in settlement of amounts owed to staff, directors and consultants |
114,000 |
- |
||||||
Note 28. 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 2024 |
June 2023 |
|
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 |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Pula Holdings Inc |
|
|
Barbados |
Ordinary |
100 |
100 |
|||
|
Tlou Energy Generation Proprietary Limited |
Botswana |
Ordinary |
100 |
100 |
|||||
Note 29. Matters subsequent to the end of the financial year
The Company signed an indicative term sheet in July 2024 for a proposed mezzanine debt facility for BWP 76.5m (~$8.5m). The proposed facility is subject to satisfactory due diligence and other conditions and if received the funds will go toward development of the Lesedi project. In August 2024, the Company raised $995,787 pursuant to a placing of 28,451,068 new ordinary shares. 12,252,655 of these shares (representing $428,843) are being issued to Directors and are subject to shareholder approval at a general meeting on 26 September 2024. 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.
Note 30. Parent entity disclosures
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
|
|
|
|
June 2024 |
June 2023 |
|
|
|
|
|
|
|
|
|
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
658,649 |
6,806,589 |
||
|
Non-current assets |
|
|
|
|
|
30,236,468 |
30,245,477 |
||
|
Total assets |
|
|
|
|
|
30,895,117 |
37,052,066 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
1,444,611 |
877,221 |
||
|
Non-current liabilities |
|
|
|
|
14,037,177 |
10,208,015 |
|||
|
Total liabilities |
|
|
|
|
|
15,481,788 |
11,085,236 |
||
|
Net assets |
|
|
|
|
|
15,413,329 |
25,966,830 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Contributed equity |
|
|
|
|
|
130,015,699 |
121,509,323 |
||
|
Share based payment |
|
|
|
|
1,303,276 |
1,257,455 |
|||
|
Accumulated losses |
|
|
|
|
|
(115,905,646) |
(96,799,948) |
||
|
Total equity |
|
|
|
|
|
15,413,329 |
25,966,830 |
||
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
|
|
|
|
(19,105,698) |
(18,452,639) |
||
|
Total comprehensive income |
|
|
|
|
(19,105,698) |
(18,452,639) |
|||
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.
Consolidated entity disclosure statement
|
Name of entity |
Type |
% of share Capital |
Country of incorporation |
Australian tax resident or foreign tax resident |
Foreign |
|
Tlou Energy Limited |
Body Corporate |
- |
Australia |
Australian |
- |
|
Tlou Energy Botswana (Proprietary) Ltd |
Body Corporate |
100 |
Botswana |
Foreign |
Botswana |
|
Technoleads International Inc |
Body Corporate |
100 |
Barbados |
Australian |
N/A |
|
Tlou Energy Exploration (Proprietary) Limited |
Body Corporate |
100 |
Botswana |
Foreign |
Botswana |
|
Sable Energy Holdings (Barbados) Inc |
Body Corporate |
100 |
Barbados |
Australian |
N/A |
|
Tlou Energy Resources (Proprietary) Limited |
Body Corporate |
100 |
Botswana |
Foreign |
Botswana |
|
Copia Resources Inc |
Body Corporate |
100 |
Barbados |
Australian |
N/A |
|
Tlou Energy Corp Services Botswana (Proprietary) Limited |
Body Corporate |
100 |
Botswana |
Foreign |
Botswana |
|
Madra Holdings (Barbados) Inc |
Body Corporate |
100 |
Barbados |
Australian |
N/A |
|
Tlou Energy Solutions (Proprietary) Limited |
Body Corporate |
100 |
Botswana |
Foreign |
Botswana |
|
Pula Holdings Inc |
Body Corporate |
100 |
Barbados |
Australian |
N/A |
|
Tlou Energy Generation Proprietary Limited |
Body Corporate |
100 |
Botswana |
Foreign |
Botswana |
Basis of Preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001. It includes certain information for each entity that was part of the consolidated entity at the end of the financial year.
Determination of Tax Residency
Section 295 (3A) of the Corporations Acts 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgment as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency:
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5.
Foreign tax residency:
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency and ensure compliance with applicable foreign tax legislation
Directors' declaration
In the Directors' opinion:
· the attached financial statements and notes thereto comply with the Corporations Act 2001, the Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
· the attached financial statements and notes thereto comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 1 to the financial statements;
· the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial position as at 30 June 2024 and of its performance for the financial year ended on that date;
· the information disclosed in the Consolidated Entity Disclosure Statement is true and correct;
· there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;
· the remuneration report as set out in the directors' report for the year ended 30 June 2024 comply with section 300A of the Corporations Act 2001; and
The directors have been given the declarations by the chief executive officer and chief financial officer required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the Directors
Anthony Gilby
Director
Brisbane
26 September 2024
Corporate Governance Statement
The Directors (the "Board") of Tlou Energy Limited ("Tlou Energy" or "the Company") are committed to the implementation of the highest standards of corporate governance. In determining what these standards should be, the Board references guidance and supports, where appropriate, the 4th edition of the Corporate Governance Principles and Recommendations ("4th Edition Recommendations or ASX Recommendations") established by the ASX Corporate Governance Council (the "Council").
The Company complies with the corporate governance regime of Australia, being its country of incorporation. In addition, the Directors acknowledge the importance of the guidelines set out in the QCA Guidelines for Smaller Quoted Companies. They therefore intend to comply with the QCA Guidelines so far as is appropriate having regard to the size and nature of the Company and taking into account that it is an Australian company listed on the ASX which complies with existing ASX Recommendations.
This statement outlines the key aspects of Tlou Energy's governance framework and practices. The charters, policies and procedures are reviewed regularly and updated to comply with the law and best practice. This statement contains specific information and discloses the extent to which the Company intends to or is able to follow the 4th Edition Recommendations. The charters and policies of the Company can be viewed on Tlou Energy's website at www.tlouenergy.com ("website").
The Council's recommendations are not prescriptive and, if certain recommendations are not appropriate for the Company given its circumstances, it may elect not to adopt that particular practice in limited circumstances. The Company believes that during the reporting period ending 30 June 2024 its practices are taking into account the size and makeup of the Company is largely consistent with those of the 4th Edition Recommendations and where they do not follow a recommendation this statement identifies those that have not been followed and details reasons for non-adherence. Even where there is a deviation from the recommendations the Company continues to review and update its policies and practices in order that it keeps abreast of the growth of the Company, the broadening of its activities, current legislation and good practice.
This Corporate Governance statement reports on the main practices of Tlou Energy and is current as at 26 September 2024 and has been approved by the Board of Directors.
Role of the Board (Lay solid foundations for management and oversight)
The Board is responsible for ensuring that the Company is managed effectively as well as demonstrating leadership and defining the Company's strategic objectives. Given the size of the Company and the Board, the Board undertakes an active role in the management of the Company.
The Board's role and the Company's Corporate Governance practices are continually being reviewed and updated to reflect the Company's circumstances and growth. The Board has adopted a Charter which sets out the responsibilities of the Board, its structure and governance, responsibility for approving the Company's statement of values and ensuring that the code of conduct to underpin the desired culture within the entity, as well as the matters expressly reserved to the Board and those delegated to management. A copy of the Charter is available on the Company's website.
The Board is responsible for determining the strategic direction and objectives of the Company and overseeing management's implementation of this strategy and the achievements against these.
(ASX Recommendation 1.1)
The Board of Directors
The Board is currently comprised of five (5) Directors. Details of the Directors who held office during the year under review are namely:
|
Name of Director |
Board Membership |
Date of Appointment |
|
Martin McIver |
Non-Executive Chairman |
16 September 2010 |
|
Anthony Gilby |
Managing Director |
23 April 2009 |
|
Gabaake Gabaake |
Executive Director |
11 March 2015 |
|
Colm Cloonan Hugh Swire |
Finance Director Non-Executive Director |
11 February 2016 22 June 2017 |
The skills, experience and expertise relevant to the position of each Director are set out in the Directors' Report of this Annual Report. Prior to the appointment of a person, or putting forward to shareholders a candidate for election, as a director, the Company undertakes checks which it believes are appropriate to verify a director's character, experience, educations, criminal record and bankruptcy history. The Company will ensure that all material information in its possession relevant to a shareholder's decision to elect or re-elect a director is provided to shareholder in the Company's Notice of Annual General Meeting.
(ASX Recommendation 1.2)
Each executive director and senior executive of Tlou Energy has an agreement in writing with the Company which sets out the key terms and conditions of their appointment including their duties, rights and responsibilities. There are also Letters of Appointment between the Company and all of the non-executive directors. Each of these letters of appointment are with the director personally to ensure that the director or senior executive is personally accountable to the listed entity for any breach of the agreement. These agreements contain provisions that amongst other matters include:
· An obligation on the director to disclose his/her interests and any matters which could affect the director's independence;
· a requirement to comply with key corporate policies, including the entity's code of conduct, its anti-bribery and corruption policy and its trading policy;
· the requirement to notify the Company of, or to seek its approval before accepting, any new role that could impact upon the time commitment expected of the director or give rise to a conflict of interest;
· details of the Company's policy on when directors may seek independent professional advice at the expense of the entity;
· indemnity and insurance arrangements;
· ongoing rights of access to corporate information; and
· ongoing confidentiality obligations
(ASX Recommendation 1.3)
Company Secretary
The Company Secretary is directly accountable to the Board through the Chairman who the Company Secretary has a direct line of reporting to. The Company Secretary is responsible for advising the Chairman and the Board to manage the day-to-day governance framework of the Company. The responsibilities of the Company Secretary are contained in the Board Charter a copy of which is available on the Company's website. The decision to appoint or remove the Company Secretary must be made or approved by the Board.
(ASX Recommendation 1.4)
Diversity Policy
The Company is committed to creating a fair and inclusive work environment that embraces diversity and recognises its contribution to the Company's commercial success. Where possible it endeavours to recruit staff from within Botswana. As the Company has a relatively small staff at present, the Board does not believe that any benefit would be obtained setting measurable objectives for achieving gender diversity and has not done so. Neither is the Company a 'relevant employer' under the Workplace Gender Equality Act 2012.
A copy of the Company's Diversity Policy can be found on the Company's website.
(ASX Recommendation 1.5)
Improvement in Board processes and effectiveness is a continuing objective, and the purpose of the annual Board evaluation is to identify ways to improve performance and effectiveness of the Board and its committees. The Board has appointed the Chairman, which it believes is the most suitably qualified to carry out the task, as the person responsible for conducting an annual internal review of the Board's performance.
This process involves the Chairman circulating to members of the Board a detailed questionnaire on performance indicators and collating the data from the same before discussing with each member of the Board and reviewing performance indicators such as time engaged on Company business, knowledge of Company business and other skills so as to assess the effectiveness of processes structure and contributions made by individual directors.
The Managing Director assesses, annually or as necessary, the performance of all key executives. Both qualitative and quantitative measures will be used consistent with performance targets set annually by the Managing Director in consultation with those executives. The Managing Director reports to the Remuneration and Nomination Committee on the key executive's performance and the Remuneration and Nomination Committee will then consider any changes to remuneration and the establishment of new performance targets.
During the reporting period, a review of the Boards performance was carried out by the Chairman.
(ASX Recommendation 1.6)
The Board assesses annually or as necessary the performance of the Chief Executive Officer/Managing Director benchmarking his performance against the role description in the employment contract and general industry standards expected of a Managing Director carrying on that role. The Board regularly evaluates management's performance against various criteria and requires senior executives to address the Board on execution of strategy and associated issues. The Chief Executive Officer/Managing Director reviews the performance of the senior executives annually. Theses evaluations take into account matters such as the achieving of the Company's objectives and reaching of performance criteria.
An executive management review has been carried out for the current reporting period.
(ASX Recommendation 1.7)
Structure of Board to be Effective and Add Value
The Board comprises two non-executive Directors, including the Chairman, and three executive Directors including the Managing Director. The names of the Directors of the Company in office at the date of this report or through the year under review and their qualifications are set out in the section of the Annual Report headed "Directors' Report".
The composition and size of the Board is determined so as to provide the Company with a broad base of industry, business, technical, administrative, financial and corporate skills and experience considered necessary to achieve the strategic objectives of the Company taking into consideration the size of the Company and the nature of its current operations.
The Board has established a Remuneration and Nomination Committee which reviews Board membership. This includes considering what other skills that might be necessary for the Company to reach its strategic objectives. The Committee is now constituted with two independent non-executive directors and is chaired by an independent director which satisfies ASX Recommendation 2.1 in those respects but does not meet the minimum 3 member criteria due to the board not having a third independent non-executive director. If and when a replacement director is appointed, the Board envisages that the person appointed will be an independent non-executive director, who will be able to fill this vacancy.
The Board is however of the view that the Committee as it currently exists adequately and successfully fulfills this role, obviating any urgent need to fill the role.
A copy of the Remuneration and Nominations Committee Charter is located on the Company's website.
The current Committee's members, and the number of times that they have met throughout the reporting period and the member's attendance at those meetings is recorded in the section of the 2024 Annual Report headed "Directors Report".
(ASX Recommendation 2.1)
Independence
The Board considers that, fundamentally, the independence of Directors is based on their capacity to put the best interests of the Company and its shareholders ahead of all other interests, so that Directors are capable of exercising objective independent judgment.
When evaluating candidates, the Board has regard to the potential for conflicts of interest, whether actual or perceived, and the extent or materiality of these in the ongoing assessment of director independence. In this regard the Board has regard to the definition of "independence" in the 4th Edition Recommendations. The Board is of the view that the existence of one or more of the relationships in the definition will necessarily result in the relevant Director not being able to be treated as independent, particularly given the criteria outlined above, and in those cases the Company will seek to implement additional safeguards to ensure independence. An overall review of these considerations is conducted by the Board to determine whether individual Directors are independent.
Additional policies and practices, such as Directors not being present during discussions or decision making on matters in which they have or could be seen to potentially have a material conflict of interest, as well as Directors being excluded from taking part in the appointment of third-party service providers where the Director has an interest, provide further separation and safeguards to independence. The Board has adopted materiality thresholds in relation to independence, which are contained in the Board Charter and summarised below.
ASX Recommendation 2.4 requires that a majority of the Board to be independent Directors. Additionally, ASX Recommendation 2.5 requires the Chairman of the Company to be independent. The Council defines 'independence' as being a non-executive director who is not a member of management and who is free from any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the independent exercise of their judgment. Based on this definition, three of the Directors could not be considered independent by virtue of them being either executives, substantial shareholders of the Company or Directors or Officers of Companies that are substantial shareholders of the Company.
The Chairman (Martin McIver) and High Swire are both considered as independent non-executive directors as they both fall within the Council's definition of 'independence' as being non-executive directors who are not members of management and who are free from any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the independent exercise of their judgment.
Notwithstanding that the 4th Edition Recommendations in respect to the composition of the Board are not strictly able to be followed (that being the majority of the Board should be independent and non-executives) the Company believes that it has achieved a sufficient balance, when taking into account the other safeguards that are used, to ensure that an independent lens is brought to play when decisions are being made which might give rise to situations of conflict. The Company will continue to restore that balance of board members when the opportunity to do so arises, but it has proved impractical at this juncture to restore the equilibrium or have a majority of independent Directors.
While this is the desire of the Board, it takes the view that the interests of the Shareholders are at this time best served with the Board's present composition and remains committed to monitoring the situation as the operations and size of the Company evolves and appoint at the relevant time an appropriately qualified independent director/s as the opportunities and necessity arise.
(ASX Recommendation 2.4 and 2.5)
If a Board vacancy becomes available it will be the responsibility of the Remuneration and Nomination Committee to identify the skills, experience and diversity that will best complement the Board and will then embark on a process to identify a candidate who can best meet those criteria. A skills matrix has been developed and adopted by the Board to help assess the relevant criteria of candidates. The Directors believe the skill base of the current Directors is appropriate for the Company given its size and stage of development.
Detailed below are the professional skills and experience that that Company will and has used to assess the relevant criteria for candidates for appointment to the Board.
Board Skills Matrix
• • Accounting & Audit.
• • ASX Board Membership Experience.
• • Business Management.
• • Strategic Planning.
• • Subsurface Knowledge.
• • Drilling & Completions Construction & Project Mgmt.
• • Human Resources.
• • Operational Experience and HSE
• • Corporate Governance & Ethics.
• • Corporate Finance.
• • Government & Gov Relations (Botswana).
• • Legal Public Affairs & Communications.
• • Management Systems & Risk Management
• • Merger & Acquisitions & Corporate.
• • External Shareholder Engagement Political Acumen.
• • Industry Stakeholder Engagement.
• • Social Licence to Operate.
• • Foreign Country Operating Experience
(ASX Recommendation 2.2)
Given the size of the Company there is no formal induction process for new Directors, nor does it have a formal professional development program for existing Directors. The Board does not consider that a formal induction program is necessary given the current size and scope of the Company's operations.
Rather any new Director will be provided with a personalised induction which will be dependent upon the skills and experience that any new Director might possess. Any new Director induction will include comprehensive meetings with senior management and the provision of relevant materials such as all the Company's policies and procedures as well as instruction in relation to these.
All Directors are expected to maintain the skills required to effectively discharge their obligations and are encouraged to undertake continuing professional education such as industry seminars and approved education courses.
(ASX Recommendation 2.6)
Board Charter
The Board operates in accordance with the broad principles set out in its Charter which is regularly reviewed and updated by the Board. It has also adopted a written Code of Conduct which establishes guidelines for its conduct. The purpose of the Code is to ensure that Directors and Executives act honestly, responsibly, legally and ethically and in the best interests of the Company. A copy of the Board Charter can be viewed in the Company's website.
Conflicts of Interest
In accordance with the Corporations Act 2001 and the Company's Constitution, Directors must keep the Board advised on an ongoing basis, of any interest that may lead to a conflict with the interests of the Company. Where the Board believes that there is a significant or material conflict, the Director concerned shall be excluded from all discussions and access to Board papers and the like and shall not be present at any Directors meeting during the consideration or vote on such a matter.
Independence of Professional Advice
The Board has determined that individual Directors have the right to seek independent professional advice in connection with any of their duties and obligations as Directors of the Company. Before a Director may obtain that advice at the Company's expense, the Director must obtain the approval of the Chairman who will not unreasonably withhold that consent. If appropriate any advice received will be made available to the full Board. No member of the Board availed him or herself of this entitlement during the year under review.
Committees
Audit Committee, Risk Committee and Remuneration & Nomination Committee
The Board delegates specific responsibilities to various Board Sub-Committees. The Board has established the following standing committees:
· An Audit Committee, which is responsible for overseeing the external and internal auditing functions of the Company's activities;
· A Risk Committee, which comprises representatives of the Board and staff to advise and assist the Board in assessing risk factors associated with the operation of the Company; and
· A Remuneration & Nomination Committee, which is responsible for making recommendations to the Board on recruitment and remuneration packages for executives.
The Board has again this year delegated the specific responsibility of overseeing the Company's audit obligations to the Audit Committee. The Audit Committee is currently made up of the following members:
· Hugh Swire - Independent Chair
· Martin McIver - Independent Committee Member
· Colm Cloonan - Committee Member
· Anthony Gilby - Committee Member
Instil a Culture of Acting Lawfully, Ethically and Responsibly
The Board maintains high standards of ethical conduct and the CEO/MD is responsible for ensuring that high standards of conduct are maintained by all staff. The Company's reputation as an ethical business organisation is critical to its ongoing success. The Board has adopted a Code of Conduct covering the practices necessary to maintain confidence in the Company's integrity, the practices necessary to take into account the Company's legal obligations and reasonable expectations of its stakeholders, and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices. It is not a prescriptive set of rules but rather a practical set of principles giving direction and reflecting the Company's approach to business conduct.
The Company in recognition of the importance of ethical and responsible decision making has adopted a Corporate Code of Conduct which sets out ethical standards and a Code of Conduct to which all Directors, and Senior Executives will adhere whilst conducting their duties. The CEO/MD is responsible for bringing to the attention of the Board any material breaches of the code.
(ASX Recommendation 3.1)
The Code of Conduct for Director and Senior Executives forms part of this Corporate Code of Conduct. It provides as follows: -
All Directors and Senior Executives will: -
1. Actively promote the highest standards of ethics and integrity in carrying out their duties for the Company;
2. Disclose any actual or perceived conflicts of interest of a direct or indirect nature of which they become aware and which they believe could compromise in any way the reputation or performance of the Company;
3. Respect confidentiality of all information of a confidential nature which is acquired in the course of the Company's business and not disclose or make improper use of such confidential information to any person unless specific authorisation is given for disclosure or disclosure is legally mandated;
4. Deal with the Company's suppliers, contractors, competitors and each other with the highest level of honesty, fairness and integrity and to observe the rule and spirit of the legal and regulatory environment in which the Company operates;
5. Report any breach of this code of conduct or other inappropriate or unethical conduct to the appropriate authority within the Group; and
6. This Code of Conduct is in addition to the Code of Conduct for all employees which has been adopted by the Board of the Company.
The Company is committed to increasing shareholder value and aims to ensure its shareholders are fully informed as to the true financial position and performance of the Group through timely and accurate disclosure of information and risk management practices and exemplary compliance with the continuous disclosure regime. A copy of the Code of Conduct is available at the Company's website.
(ASX Recommendation 3.1 and 3.2)
The Company has adopted in compliance of ASX Listing Rule 12.12 a Policy for Trading in Company Securities which is binding on all Directors, senior management, officers, employees and consultants of the Company. The purpose of this policy is to provide a brief summary of the law on insider trading and other relevant laws, set out the restrictions on dealing in the Company's securities by people who work for or are associated with Company and assist in maintaining market confidence in the integrity of dealings in Tlou Energy securities. The Policy is posted on the Company's website to ensure that there is public confidence and understanding of the Company's policies governing trading by "potential insiders".
All persons covered by the Policy may not deal in the securities of the Company without first seeking and obtaining a written acknowledgement from the Chairman (or in his absence the Company Secretary) or the Company Secretary (or in his absence the Managing Director) prior to any trade, at which time they must confirm that they are not in possession of any unpublished price-sensitive information. The Company Secretary maintains a register of notifications and acknowledgements given in relation to trading in the Company's securities. The policy was reviewed during the year to ensure that it aligns with the requirements of the ASX Listing Rules and the requirements of other regulatory regimes under which the Company operates (including in respect of its AIM quotation, the AIM Rules for Companies and the Market Abuse Regulations).
The Company has adopted both a Whistleblower Policy and Anti-Bribery and Corruption Policy copies of which are available on the Company's website. These provide inter-alia that any material incidents that are reported under it are referred to the Board for its consideration and if necessary, action.
(ASX Recommendations 3.3 and 3.4)
Safeguard the Integrity of Corporate Reports
In accordance with ASX Recommendation 4.1 the Board has had established for all of the financial year under review an Audit Committee with a Charter that sets out the roles, responsibilities, composition, structure and membership requirements.
The primary objective of the Committee is to assist the Board to discharge its responsibilities with regard to:
· Monitoring the integrity of the financial statements of the Company, reviewing significant financial reporting judgements;
· Reviewing the Company's internal financial control system;
· Monitoring and reviewing the effectiveness of the Company's internal audit function (if any);
· Monitoring and reviewing the external audit function including matters concerning appointment and remuneration, independence and non-audit services; and
· Performing such other functions as assigned by law, the Company's constitution, or the Board.
Structure of the Audit Committee and Charter
ASX Recommendation 4.1 states that the audit committee should have at least 3 members consisting only of non-executive directors, a majority of which should be independent with the Chair of the Committee being one of the independent directors who is not the chair of the Company.
During the reporting period, the Committee appointed by the Board did not comply with this recommendation as it comprised then and now of two non-executive Directors and two executive Directors, with the chair of the Committee being an independent Director as prescribed by the ASX Recommendations. Not all of the members of the Audit Committee were non-executive, but those that were non-executives are considered independent.
Colm Cloonan and Anthony Gilby are members of the Committee who are executive directors. Hugh Swire, who is an independent non-executive director, is the current Chair of the Committee. Martin McIver is the other Committee member who is an independent non-executive director.
Each member of the Audit Committee has an appropriate knowledge of the Company's affairs and has the financial and business expertise to effectively discharge the duties of the Committee. The members of the Audit Committee by virtue of their professional background experience and personal qualities are well qualified to carry out the functions of the Audit Committee.
The members of the Committee have direct access to any employee, the auditors and financial and legal advisers without management present. The Committee meets as often as is required but no less than twice a year.
The Committee Chair is obliged to report any significant issues arising from the Committee Meetings at the next meeting of the Board and a copy of the minutes of the Audit Committee meetings are provided to the Board.
The Directors report contained in the Company's annual report to shareholders is to contain a dedicated section that describes the role of the Audit Committee and what action it has taken.
The role of the Audit Committee is to: -
(a) monitor the integrity of the financial statements of the Company, by reviewing significant financial reporting judgements;
(b) review the effectiveness of the Company's internal financial control system and, unless expressly addressed by a separate Risk Committee or by the Board itself, risk management systems;
(c) monitor and review the effectiveness of the Company's internal audit function;
(d) monitor and review the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
(e) perform such other functions as assigned by law, the Company's constitution, or the Board;
(f) approve the corporate governance section of the Company's Annual Report relating to the Committee and its responsibilities; and
(g) review compliance with legal and regulatory requirements.
The Audit Committee keeps minutes of its meetings and includes them for review at the following Board Meeting. The Audit Committee members' attendance at meetings as compared to total meetings held is set out in the Directors' Report contained in the Annual Report.
As a matter of practice the Chief Executive Officer/MD and the Chief Financial Officer are required to make declarations in accordance with section 295A of the Corporations Act that the Company's financial reports present a true and fair view in all material respects of the Company's financial condition and operational results and are in accordance with relevant accounting standards, and to provide assurance that the declaration is founded on a sound system of risk management and internal control, and that the system is operating effectively in all material respects.
(ASX Recommendation 4.2)
The external auditors attend the committee meetings at least twice a year and on other occasions where circumstances warrant as well as being available at the Company's AGM to answer shareholders questions about the conduct of the audit and the preparation and content of the audit report.
The only periodic finance-based reports that the Company releases each year are the Full Year and Half Year accounts along with the quarterly Appendix 5B's. The full year accounts are audited, and the Halt Year account reviewed by the Auditors. Both are signed off by the Company's independent external Auditors. While the quarterly Appendix 5B's are prepared internally, they are done so utilising the same accounting principles and accounts on which the audited half year and full year accounts are prepared and released. Copies of the Quarterly reports are also reviewed by the Auditors as part of the half year and full year audits.
Additionally, the Quarterly reports are circulated to the Board as a whole before their release at which time the Board as a whole are invited to comment or raise any questions in respect to the same. These reports are released with the authority of the Board.
(ASX Recommendation 4.3)
Make Timely and Balanced Disclosure
The Company appreciates the considerable importance of communications with Shareholders and the market as a whole. The Company's communication strategy requires communication with shareholders and investors in an open regular and timely manner so that the shareholders and investors have sufficient information to make informed investment decisions on the operations and results of the Company.
The strategy provides for the use of systems that ensure regular and timely release of information about the Company to shareholders.
Methods of communication currently employed include:
· Shareholder Updates
· ASX Announcements
· Quarterly Reports
· Half Yearly Reports
· Annual Reports; and
· Shareholder presentations
Continuous Disclosure
The Company is a "disclosing entity" pursuant to section 111AR of the Corporations Act and, as such, complies with the continuous disclosure requirements of Chapter 3 of the ASX Listing Rules and section 674 of the Corporations Act. In addition, the Company is subject to disclosure obligations in respect of the other markets to which it is admitted to trading which includes inter alia the AIM Rules for Companies and the Market Abuse Regulations. Subject to the applicable exceptions contained in these regulations, the Company is required to disclose to the ASX, BSE and via a regulatory news service in the United Kingdom any information concerning the Company which is not generally available and which a reasonable person would expect to have a material effect on the price or value of the Shares.
The Company has adopted an updated Continuous Disclosure Policy in compliance with ASX Recommendation 5.1 and ASX Guidance Note 8: Continuous Disclosure. A copy of the policy can be found on the Company's website. Each director, employee and consultant engaged by the Company is provided with a copy of the policy while impressing upon them during their onboarding and induction the importance of the principles behind the policy and its application to them in that role.
The Company Secretary has primary responsibility for discharging the Company's continuous disclosure obligations to the ASX. All officers and employees must immediately notify the Company Secretary of any material information which may need to be disclosed under Listing Rule 3.1- 3.1B. Where uncertainty arises as to the meeting of continuous disclosure obligations, the Company Secretary may seek external legal and professional advice.
Under the Company's policy the Board receives a copy of all material market announcement immediately after they have been made if not beforehand.
(ASX Recommendation 5.2)
The Officers of the Company are committed to:
· Encouraging prompt disclosure of any material information which may need to be disclosed under Listing Rule 3.1-3.1B; and
· Promoting an understanding of the importance of the continuous disclosure regime throughout the Company.
The Company uses its website www.tlouenergy.com as its primary communication tool for distribution of the annual report, market announcements and media disclosures. External communication which may have a material effect on the price or value of the Company's securities will not be released unless it has been announced previously to the ASX, BSE and via a regulatory news service in the United Kingdom.
Effective participation by Shareholders is encouraged at general meetings and procedures have been designed to facilitate this including online proxy voting and the ability of stakeholders to subscribe to receive copies of announcements and reports that are released by the Company.
The Policy is also designed to ensure that equality of information among investors is maintained and applies regardless of whether the presentation contains material new information required to be disclosed under listing rule 3.1 through ensuring that copies of all substantive presentations are released to the Market on the ASX Platform.
(ASX Recommendations 5.1 and 5.3)
Respect the Rights of Security Holders
The Company keeps shareholders and other interested parties informed of performance and major developments via communications through its website. This includes details of the Governance framework adopted by the Company including copies of the Corporate Governance Polices and Charters, which is available at: https://tlouenergy.com/corporate-governance/ (ASX Recommendation 6.1)
The Company has a Shareholder Communications and Engagement Policy that outlines the processes followed to ensure communication with shareholders and the investment community is effective, consistent and adheres to the principles of continuous disclosure. This is one of the policies available on the Governance page of the Company's website.
(ASX Recommendation 6.2)
The policy regarding shareholder communication and engagement sets out the processes the Company has in place to facilitate and encourage the participation of shareholders and other investors at meetings and to engage with management. These include encouraging shareholders to attend the AGM and allowing them to lodge a proxy vote online if they are unable to attend the meeting.
(ASX Recommendation 6.3)
The Company considers that communicating with shareholders by electronic means is an efficient way to distribute information in a timely and convenient manner. Therefore, its website contains a function to allow interested parties to subscribe to receive electronic notification of public releases and other relevant material concerning the Company and its activities. Where appropriate and considered by the Board to be substantive, material or contentious, Resolutions at the Company's general meeting will be conducted by Poll rather than a show of hands. The Board considers that it is not necessary, or the cost justified to conduct all resolutions in this manner.
(ASX Recommendations 6.4 and 6.5)
Recognise and Manage Risk
The Board is responsible for the oversight of the Company's risk management. The responsibility and control of risk management is overseen by the Managing Director, with matters delegated to the appropriate level of management within the Company with the Managing Director being responsible for assuring the systems are maintained and complied with.
The Company has established a Risk Committee that is focused on ensuring that the Company maintains an effective system of internal control and risk management. The Committee's structure, roles and responsibilities are detailed in the Risk Committee Charter.
Flowing from this, the Company has adopted a Risk Management Policy that governs the Company's approach to managing financial and non-financial risks.
The members of the Risk Committee are appointed by the Board, two of which are to be Board Members. Company personnel are required to attend Risk Committee meetings as and when requested.
Specific functions of the Risk Committee are to: -
(a) review and oversee the Company's risk profiles as developed and reported by management;
(b) identify material business risks and monitor emerging risks and changes in the Company's risk profile;
(c) monitor and review the risk management performance of the Company, including conducting specific investigations where deemed necessary;
(d) review any legal matters which could significantly impact the Company's risk management and internal control systems, and any significant compliance and reporting issues, including any recent internal regulatory compliance reviews and reports;
(e) review the effectiveness of the compliance function at least annually, including the system for monitoring compliance with laws and regulations and the results of management's investigations and follow-ups (including disciplinary action) of any fraudulent acts or non-compliance;
(f) be satisfied that all regulatory compliance matters have been considered in the preparation of the Company's official documents;
(g) review the findings of any examinations by regulatory agencies and oversee all liaison activities with regulators;
(h) review and discuss media releases, ASX announcements and any other information provided to analysts;
(i) review corporate legal reports of evidence of a material violation of the Corporations Act, the ASX Listing Rules or breaches of fiduciary duties;
(j) review the Company's insurance strategy, including the coverage and limits of the insurance policies, in order to, if thought fit, recommend to the Board for approval; and
(k) promote an awareness of a risk based culture in the balance of pursuit of business objectives whilst managing risks.
(ASX Recommendation 7.1)
The Risk Committee meets whenever necessary, but no less than three times per year, and keeps minutes of its meetings which are included for review at the following Board Meeting.
The Company has a qualified Compliance and Risk Manager who has been engaged to oversee the design and implementation of the risk control programme. The Company's Risk Management Policy requires the Board, being guided by the Risk Committee to at least annually undertake a risk review to determine if the existing risk framework is satisfactory considering the material risks faced by the Company.
The Board with the assistance of the Risk Committee has completed a review of the Company's risk management framework during the year under review and determined that the risk management framework that was in place was satisfactory for the present needs of the Company and that it continues to be sound and that the Company is operating with due regard to the risk appetite set by the board.
(ASX Recommendation 7.2)
The Company does not have a formal internal audit function. However, it has adopted a number of internal controls such as identifying key risks in a Risk Register and managing activities within a budget and operational plan. Management led by the Chief Financial Officer periodically undertakes an internal review of financial systems and processes and where systems are considered to require improvement these systems are developed. Delegations of Authority are reviewed annually by the Audit Committee.
The ongoing mitigation and management of financial and operational risks are standing agenda items of the Audit and Risk Committees. The Chief Executive Officer and the Chair of the Audit Committee are responsible for reporting to the Board on a regular basis in relation to whether the Company's material business risks are being managed effectively by the existing management and internal controls systems.
(ASX Recommendation 7.3)
The Company undertakes gas exploration activities and as such faces inherent risks to its business, including economic, environmental and social sustainability risks which may materially impact the Company's ability to create or preserve value for shareholders over the short, medium or long term. The Board is regularly briefed by management as well as keeping itself abreast of possible material exposure to risks that the Company may face. The Company considers that its activities are focused in Botswana on the generation of energy, which in turn will help drive economic growth in the low carbon economy through displacement of carbon intensive coal and diesel with power generation using gas, solar and hydrogen having an enormous potential role to play as the country develops.
Of core importance to the Company is safety, which it considers a priority not only in respect to its employees and contractors but also to the community and environment in which it operates. The Company believes that if these matters are priorities then they will act as drivers for value to shareholders. The Company has in place policies and procedures, including a risk management framework, to help manage these risks.
(ASX Recommendation 7.4)
Remunerate Fairly and Responsibly
The Board has established a Remuneration & Nomination Committee. There is no separate Remuneration Committee.
Given the size of the Board, the Directors have previously determined that the non-executive Directors would execute the functions of a Remuneration & Nomination Committee and have adopted a Remuneration and Nomination Charter. The Board has agreed that the function of the Remuneration & Nomination Committee will be constituted by a majority of independent non-executive directors.
The Board does not believe that any advantage would be achieved at this juncture taking into account the size of the Company and the Board to have a separately constituted Remuneration Committee to carry out this function.
The non-executive members of the Board acting in their capacity as a Committee is tasked with ensuring that the Company has remuneration policies and practices which enable it to attract and retain Directors and executives who will best contribute towards achieving positive outcomes for Shareholders.
The Company complies with the guidelines for executive remuneration packages and non-executive Director Remuneration as recommended in the ASX Recommendations.
The ASX Listing Rules and the Constitution require that the maximum aggregate amount of remuneration to be allocated among the non-executive Directors be approved by the shareholders in a general meeting. In proposing the maximum amount of consideration by shareholders, and in determining the allocation, the Remuneration Committee will take into account the time demands made on Directors and such factors as fees paid to non-executive Directors in comparable Australian companies. A meeting of shareholders held 10 July 2012 saw a resolution passed approving a pool of no more than $500,000 for this purpose.
The names of the members of the Remuneration & Nomination Committee and their attendances at the meetings of the Committee (if held) are set out in the Directors Report which forms a part of the Company's Annual Report. The remuneration paid to Directors and senior executives is shown in the Remuneration Report contained in the Directors' Report, which includes details on the Company's remuneration policies. There are no termination and retirement benefits for non-executive Directors other than statutory superannuation entitlements.
(ASX Recommendation 8.1)
The Company's policies and practices regarding the remuneration of non-executive Directors, executive Directors and senior executives is set out in the Remuneration & Nominations Committee Charter and in the Remuneration Report contained in the 2024 Annual Report.
A copy of the Remuneration & Nomination Committee Charter is available on the Company's website.
(ASX Recommendation 8.2)
The Company has an equity-based remuneration scheme. The Company's Policy for Trading in the Company's Securities does not specifically prohibit Directors entering into transactions or arrangements which would limit the economic risk of unvested entitlements.
However, all dealings in the Company's Securities do need to be first approved by the Company.The Securities Trading Policy is available on the Company's website.
(ASX Recommendation 8.3)
Approved by the Board
26 September 2024
Additional Information
1. Shareholder Information
The shareholder information set out below was applicable at 20 September 2024 and relates to shares held on the ASX, AIM and BSE.
2. Ordinary Share Capital
1,286,331,664 fully paid ordinary shares.
3. Number of Equity Holders
Ordinary Share Capital held by 745 shareholders.
4. Voting Rights
In accordance with the Company's Constitution, for a show of hands, every shareholder present in person or by a proxy, attorney or representative of a shareholder has one vote and for a poll, every shareholder present in person or by a proxy, attorney or representative has in respect of fully paid shares, one vote for every share held. No class of option holder or performance rights holder has a right to vote, however the shares issued upon exercise of options or performance rights will rank pari passu with the then existing issued fully paid ordinary shares.
5. Distribution of Shareholdings
|
Holdings |
No. of Holders |
Units |
% of Issued Ordinary Capital |
||
|
|
|
|
|
|
|
|
1 |
- |
1,000 |
42 |
6,384 |
0.0% |
|
1,001 |
- |
5,000 |
36 |
106,173 |
0.0% |
|
5,001 |
- |
10,000 |
76 |
613,667 |
0.0% |
|
10,001 |
- |
50,000 |
180 |
4,559,826 |
0.4% |
|
50,001 |
- |
100,000 |
84 |
6,550,545 |
0.5% |
|
100,001 |
- |
maximum |
327 |
1,274,495,069 |
99.1% |
|
|
|
|
745 |
1,286,331,664 |
100.0% |
6. Substantial Shareholders
The following information is extracted from the Company's Register of Substantial Shareholders:
|
|
Ordinary Fully Paid Shares Held |
% of Issued Ordinary Capital |
|
ILC Investments Pty Ltd |
357,142,856 |
27.76% |
|
BPOPF Group |
208,521,092 |
16.21% |
|
Investor Group - Anthony Gilby |
66,000,000 |
5.13% |
|
|
|
|
7. The 20 Largest Holders of Ordinary Shares
|
|
Ordinary Fully Paid Shares Held |
% of Issued Ordinary Capital |
|
ILC Investments Pty Ltd |
357,142,856 |
27.76% |
|
Stanbic Noms Bw Re 5th Quarter BPOPF |
172,253,169 |
13.39% |
|
Hargreaves Lansdown (Nominees) Limited <15942> |
42,852,257 |
3.33% |
|
Interactive Investor Services Nominees Limited <Smktisas> |
38,493,304 |
2.99% |
|
Gilby Super Pty Ltd |
32,200,430 |
2.50% |
|
Hargreaves Lansdown (Nominees) Limited <Vra> |
30,373,077 |
2.36% |
|
Dr Kirk Antony Lovric |
26,623,377 |
2.07% |
|
Citicorp Nominees Pty Limited |
24,427,942 |
1.90% |
|
The Bank Of New York (Nominees) Limited <672938> |
19,418,577 |
1.51% |
|
Hargreaves Lansdown (Nominees) Limited <Hlnom> |
19,079,299 |
1.48% |
|
Botswana Public Pension Fund Vunani - BPOPF |
18,133,962 |
1.41% |
|
FNB Botswana Nominees Re: Morula - BPOPF |
18,133,961 |
1.41% |
|
HSDL Nominees Limited <Maxi> |
17,476,084 |
1.36% |
|
Barclays Direct Investing Nominees Limited <Client1> |
17,033,776 |
1.32% |
|
Lawshare Nominees Limited <Sipp> |
16,382,987 |
1.27% |
|
Vidacos Nominees Limited <Igukclt> |
15,455,662 |
1.20% |
|
Gilby Super Pty Ltd |
15,299,570 |
1.19% |
|
Mitchell Family Investments (Qld) Pty Ltd |
14,050,014 |
1.09% |
|
Kabila Investments Pty Limited |
12,953,399 |
1.01% |
|
Sixth Erra Pty Ltd |
12,117,872 |
0.94% |
|
Total |
919,901,575 |
71.51% |
|
Balance Of Register |
366,430,089 |
28.49% |
|
Grand Total |
1,286,331,664 |
100% |
8. Restricted Securities
There are no restricted securities at the date of this report.
9. Interests in Prospecting Licences (PL) and Mining Licence (ML)
As at the date of this Report, Tlou Energy Limited had an interest in or is awaiting renewal of the following licences:
|
Licence |
Region |
interest % * |
Operator |
|
PL 1/2004 |
Lesedi Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 3/2004 |
Lesedi Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 35/2000 |
Lesedi Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 37/2000 |
Lesedi Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 237/2014 |
Mamba Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 238/2014 |
Mamba Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 239/2014 |
Mamba Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 240/2014 |
Mamba Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 241/2014 |
Mamba Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
PL 011/2019 |
Boomslang Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
ML 2017/18L |
Lesedi Project (Botswana) |
100% |
Tlou Energy Botswana Pty Ltd |
|
|
|
|
|
* The interest shown in each of the licences represents the percentage that Tlou Energy Limited holds in the corporate holder of the licence.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.