Results of Entitlement Offer-TLOU ENERGY LIMITED

Results of Entitlement Offer-TLOU ENERGY LIMITED

Results of Entitlement Offer

Ø Entitlement Offer closed raising ~A$6.58m (~£3.65m, ~BWP 57.1m) including A$1.58 from existing holders and A$5m from the Underwriter.

Ø Including the underwritten shares approximately 61.8% of the available shares have been taken up.

On 12 May 2023 Tlou Energy Limited, the ASX, AIM and BSE listed company announced the partially underwritten pro-rata non-renounceable entitlement offer ("Offer") for the issue of up to 304,156,361 new Offer Shares at a price of A$0.035 per share (£0.02, BWP0.30) ("Issue Price") to raise approximately A$10.65 million (approximately £5.86 million; BWP 92.6 million). Under the Offer, Eligible Shareholders were able to subscribe for 4 fully paid ordinary shares for each 11 fully paid ordinary shares held at the Record Date.

Eligible shareholders who subscribed for their full entitlement under the Offer were invited to subscribe for Offer Shares in excess of their entitlement (Excess Shares) to the extent there was a shortfall between the total number of Offer Shares applied for and the maximum number of Offer Shares offered under the Offer.

The Offer closed 16 June 2023 and the Company has received valid applications including Excess Shares under the Offer for 45,295,886 new Offer Shares raising approximately A$1,585,356 (£905,917, BWP13,588,761). This represents a participation rate (excluding underwritten shares) of approximately 14.9%.

Following the close of the Offer, there is a shortfall of approximately A$9.06 million (approximately 259 million New Shares) not taken up by Eligible Shareholders. No Shareholder Applications were scaled back.

As previously announced the Offer was partially underwritten by ILC Investment Pty Ltd ("the Underwriter") for up to A$5m (£2.75m, BWP43.5m) (being a total of 142,857,142 Offer Shares). 

As the shortfall under the Offer is greater than the underwritten number of shares the Underwriter will be allotted the total of the underwritten number of Offer Shares. A valid application has been received from the Underwriter in accordance with the terms of the underwriting agreement for 142,857,142 Offer Shares (the "Shortfall Shares"). Following the issue of the Shortfall Shares, ILC Investment Pty Ltd will hold 357,142,856 Ordinary Shares representing approximately 34.86% of the Company.

It is expected that application will be made for quotation of the Offer Shares and the Shortfall Shares to trading on ASX, AIM and BSE, with admission to trading on AIM and BSE expected to occur on or around 8.00 am (BST) and 8.00 am (CAT) on Friday 23 June 2023 and ASX quotation on Thursday 22 June 2023.

The final results from the Offer are summarised below:

 

Funds Raised AUD

Funds Raised ~GBP equivalent

Funds Raised ~BWP equivalent

Offer Shares*

Entitlements taken up

1,585,356  

905,917  

13,588,761  

45,295,886  

Underwriter subscription

5,000,000

2,750,000

43,500,000

142,857,142

Total

6,585,356  

3,655,917  

57,088,761  

188,153,028

* subject to rounding.

Following admission of the Offer Shares and the Shortfall Shares, the total number of voting rights of the Company's ordinary shares will be 1,024,583,022. This figure of 1,024,583,022 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Additionally, the Directors reserve the right to issue any shortfall Offer Shares not underwritten at their absolute discretion within three months of the Offer Closing Date, subject to any restrictions imposed by the Corporations Act and the Listing Rules.

Further Information

If you have any questions in relation to any of the above matters, please contact the Company Secretary at either offer@tlouenergy.com or +61 7 3040 9084, Monday to Friday. For other questions, you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.

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 "UK MAR") which is part of UK law by virtue of the European Union (withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

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