Tlou Energy Regulatory News (TLOU)

Tlou Energy Limited

("Tlou" or "the Company")

Interim Results

Tlou Energy Limited is an ASX, AIM and BSE listed company focused on generating power in Botswana for supply into the local and regional power market. The Company is pleased to announce its interim results for the six months ended 31 December 2019.

Managing Directors' report

The Company has recently been focused on moving the project towards first electricity sales in the near future so as to transition from an explorer to a developer. Gas fired power generation is Tlou's primary objective with a secondary objective of demonstrating best practice in integrating solar and gas as baseload power, which can be mutually beneficial for the exploitation of both resources. Tlou has already obtained full environmental approval for 20 MW gas and 20MW solar power generation. With success, this would be a first for Botswana and unlock its vast solar potential. The Company believes that gas is absolutely vital for a successful solar power generation project in Botswana and our current wells are yielding encouraging results in this regard. Details on recent developments coupled with Tlou's cleaner energy vision are outlined below.

GAS FLOWS

Objective: To flow gas at commercial rates from the Lesedi Project.

Observations: Lesedi 3P & 4P have been flowing gas at various rates since mid-2019. Flows have become more sustained in 2020 once pressures in the vertical production wells were further reduced. A risk of the wells surging (whereby large volumes of gas and water can unexpectedly surge into the vertical well and stop production) was effectively managed during this period. The Lesedi 4 lateral wells appear to be in good communication with the vertical production wells. The Company has now established that the Lesedi 3P and 4P wells can flow gas at sustained rates for extended periods of time.

However, dewatering is taking longer than originally anticipated, which is a precursor to achieving higher gas flow rates. The Lesedi pods have been drilled in a region where dewatering operations focused on the Lower Morupule Coal (LMC) seam is occurring for the first time. Removing sufficient water from the LMC via just two production pods in such a large area is taking considerable time. Based on the gas content of the LMC and demonstrable permeability, once dewatering can be achieved, gas rates should increase significantly.

Interim conclusion: Sustained higher gas rates will take more time &/or require more wells.

Potential upside: Coal permeability is good based on the observed water flows which ultimately augers well for sustained higher gas flow rates. The prospective gas area is substantial and has multiple prospective horizons.

Forward plan: Continue dewatering &/or drill additional wells with time (and subject to funding) to assist the dewatering process and consequently, flow more gas.

POWER PURCHASE AGREEMENT (PPA)

Objectives: To secure a PPA resulting from the gas to power tender submitted in Botswana, allowing the Company to commence development via grid connection. As part of the overall process, the Company aims to secure a Generation License. The Company believes that the sale of power to Botswana Power Corporation (BPC) remains the most cost-effective option to commercialise Tlou's gas in the near term.

Observations: The process is moving forward although slower than expected. Following the long silence on commencement of negotiations for the "Development of a Maximum of 100 MW of Coal Bed Methane (CBM) Fueled Pilot Power Plants in Botswana", the Government of Botswana through the office of the Permanent Secretary, Ministry of Mineral Resources, Green Technology and Energy Security (MMGE) has recently reaffirmed Government's commitment towards facilitating development of CBM in the country and seeing through the successful negotiation of a PPA with Tlou. The Permanent Secretary (PS) provided Tlou with an update that MMGE was at an advanced stage of finalising the contract for the engagement of the Transactional Advisors/Consultants that will assist with the negotiations of the project agreements. Recognising that this process has taken a long time and to further demonstrate the Government's commitment, MMGE has agreed to discuss a temporary PPA that would enable Tlou to provide power on a pilot/proof of concept approach whilst negotiations for the full PPA are ongoing. The PS further stated that BPC had been charged with the responsibility of driving the discussion and signing an agreement subject to the necessary approval and governance structures in BPC.

This is a welcome development and Tlou appreciates the Government's support and facilitation of the process.

Restrictions on providing more details: The Government (MMGE and BPC) has requested that the full PPA and the temporary PPA negotiation details remain confidential.

Company outlook: Tlou remains confident that both PPA's will be secured with time.

PROJECT FINANCE

Objective: To raise sufficient project finance to primarily connect the Lesedi Project to the existing power grid at Serowe. This will enable the Company to turn current and future gas flows into revenue by selling gas "via wires".

Recent activities: The Company has met with numerous potential financiers / investors located predominantly in Botswana.

Project finance sought will be used for: Connection to the grid, additional gas fired power generation, solar power generation (if appropriate) and additional gas production wells (subject to requirements). Further exploration, working capital and advancing Environmental, Social and Governance (ESG) objectives is also desirable.

Observations: Botswana based asset managers have significant funds under management that they are mandated to invest mainly in local projects. With their most recent investments of choice being in the finance industry and real estate development sectors, which are considered close to being saturated, the Tlou project is ideally placed to source project finance from local sources.

It is noted that Tlou's largest shareholder is the Botswana Public Officers Pension Fund (BPOPF) hence current and future pensioners of Botswana have a direct financial interest in the success of the Company. If necessary, the Company has the flexibility to reduce costs while waiting on key events to occur.

POTENTIAL SOLAR POWER

Objective: To potentially include solar in Tlou's energy generation mix. The Company recognises the enormous appetite for solar power which exists in Botswana and elsewhere. This is an extension of a global move towards cleaner power generation.

Observations: Potential investors have often requested that Tlou include solar in its generation mix. Gas and solar work very well together for reliable base load power. Solar can complement and add to the power generated by gas while flows are building and assist with Botswana transitioning to being a cleaner and greener power producer for both local consumption and export via the Southern African Power Pool (SAPP). Solar adds a potentially new value driver for the Company and shareholders (subject to meeting regulatory and other requirements). Tlou already has environmental approval for 20MW of gas and 20MW of solar power generation.

MARKET OPPORTUNITY

BPC needs locally generated power and was reported as importing over 50% (>500MWh) in 3Q19 from outside the country.

The regional power market is enormous, particularly for so-called low carbon generation options (a gas/solar mix is ideal). Once connected to the grid, Tlou could also sell electricity via the SAPP (subject to meeting membership requirements).

Eskom is the main electricity supplier into the SAPP and continues to suffer ever increasing challenges so the regional requirement for power remains strong.

ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG)

Tlou is involved in a number of ongoing community projects in Botswana adding real value to peoples' lives in a region with sparse services and where few opportunities exist for the local population. Two examples are outlined below:

·; Tlou is sponsoring the Moralane Community to become self-sustaining in farming to create opportunities for self-employment and wealth creation.

·; Tlou is in discussions with the Western Sandvelt Farmers Association to supply electricity and potentially water to an existing Farmers Association site that is situated very close to Tlou's Lesedi Project to potentially accommodate:

§ An abattoir;

§ A health clinic;

§ A police station;

§ A wildlife (anti-poaching) post;

§ A school for early childhood development.

Electricity could also be supplied to the local farmers from the Lesedi Project to add value and significantly improve productivity of their investments and improve their daily lives.

TLOU'S CURRENT FOCUS

·; Continuing to flow gas and dewater the Lesedi gas production pods.

·; Potentially drill more wells to assist in dewatering the LMC and flow more gas (subject to funding).

·; Securing a PPA and generation license.

·; Securing project finance with an emphasis on funds sourced from Botswana.

·; Constructing electricity transmission lines to primarily connect to the existing grid.

·; Producing power from gas at Lesedi.

·; Progressing solar power generation as a valuable and much needed process to compliment gas.

·; Develop the Mamba and Boomslang projects to add to the gas from Lesedi and provide another significant growth opportunity for the Company.

·; Discussions on supplying gas to Orapa (owned by Debswana) have recently recommenced as part of another broader growth strategy. This is to supplement their cleaner power generation (including solar) objectives.

SUMMARY

Gas is being produced at Lesedi and is likely to continue.

Gas production should increase as dewatering progresses either independently of more drilling or as a result of more drilling with time.

The plan still remains to connect to the electricity grid as soon as possible and generate power.

Gas produces significantly lower carbon emissions than coal-fired power generation and provides flexibility to balance the electricity market's supply/demand profile.

Combining gas and solar power generation has the potential to significantly enhance the financial viability of the project including in the early stages while gas flows are building.

Solar is a clean and a very achievable option when combined with gas for the region.

Significant upside potential continues to exist for Tlou shareholders based on a successful development.

Local community projects currently underway can make a very positive impact on the lives of the local population and represents another way that the Company and its shareholders can make a positive impact.

Thanks to all our shareholders, staff, consultants, advisors, and management for their support during the period.

The Half-year report is available on the Company's website at www.tlouenergy.com/reports

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

By Authority of the Board of Directors

Mr. Anthony Gilby

Managing Director

Company Information

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

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

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

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

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

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

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

Forward-Looking Statements

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

Consolidated statement of comprehensive income 

for the half-year ended 31 December 2019

Consolidated statement of financial position 

as at 31 December 2019

Consolidated statement of changes in equity 

for the half-year ended 31 December 2019

Consolidated statement of cash flows 

for the half-year ended 31 December 2019

Notes to the consolidated financial statements 

for the half-year ended 31 December 2019

Note 1. Significant accounting policies

Introduction

Tlou Energy Limited (Tlou) is a company domiciled and incorporated in Australia. The Financial Report for the half-year ended 31 December 2019 consists of the Financial Statements of Tlou Energy Limited and the entities it controlled during the period ('Consolidated Entity').

Compliance with accounting standards

The half-year financial report is a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and Australian Accounting Standard AASB 134: Interim Financial Reporting.

The half-year financial report does not include all the notes of the type normally included in an annual financial report and shall be read in conjunction with the most recent annual financial report of the group.

Basis of preparation

The financial statements have been prepared on an accruals basis and are based on historical costs. The financial report is presented in Australian dollars.

The accounting policies and methods of computation applied by the Consolidated Entity in the consolidated interim financial report are the same as those applied by the Consolidated Entity in its consolidated financial report as at and for the year ended 30 June 2019, except as noted below.

New and revised standards

A number of new or amended standards became applicable for the current reporting period and the group had to change its accounting policies as a result of adopting AASB 16 Leases. The impact of the adoption of this standard and the new accounting policies are disclosed below. The other standards did not have any impact on the group's accounting policies and did not require retrospective adjustments.

AASB 16 Leases

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2019. This standard replaces the accounting requirements applicable to leases in AASB 117 Leases and related interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as operating or finance leases. This means that for most leases, a right-to-use asset and a liability will be recognised, with the right-to-use asset being depreciated and the liability being unwound in principal and interest components over the life of the lease.

Upon adoption of this standard, the Consolidated Entity's transitioned using the modified retrospective approach, where the right-of-use asset is recognised at the date of initial application at an amount equal to the lease liability, using the entity's current incremental borrowing rate. Comparative figures are not restated. Based on the transition approach and the entity's current leasing arrangements, there were no material impacts in the current or future reporting periods and on foreseeable future transactions.

There are no other standards that are not yet effective and that would be expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Going Concern

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

Because of the nature of the operations, exploration companies, such as Tlou Energy Limited, find it necessary on a regular basis to raise additional cash funds to fund future exploration activity and meet other necessary corporate expenditure. At the date of this financial report, the ability of the group to execute its currently planned exploration and evaluation activities requires the group to raise additional capital within the next 12 months. Accordingly, the group is in the process of investigating various options for the raising of additional funds which may include but is not limited to an issue of shares or the sale of exploration assets where increased value has been created through previous exploration activity.

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 group's and the Company's ability to continue as a going concern and therefore the group and Company may be unable to realise their assets and discharge their liabilities in the normal course of business. Nevertheless, after taking into account the current status of the various funding options currently being investigated and making other enquiries regarding other sources of funding, the directors have a reasonable expectation that the group and the Company will have adequate resources to fund its future operational requirements and for these reasons they continue to adopt the going concern basis in preparing the financial report.

The interim financial report does not include adjustments relating to the recoverability or classification of recorded assets amounts nor to the amounts or classification of liabilities that might be necessary should the group not be able to continue as a going concern.

Fair values

The fair values of Consolidated Entity's financial assets and financial liabilities approximate their carrying values. No financial assets or financial liabilities are readily traded on organised markets in standardised form.

Accounting estimates and judgements

Critical estimates and judgements are continually evaluated and are consistent with those disclosed in the previous annual report.

Exploration & evaluation assets

During a prior period the Consolidated Entity converted a prospecting licence into a mining licence. A mining licence allows the commencement of commercial development. Despite this management believe that it is not practical to commence amortisation of the exploration and evaluation assets held in relation to the mining licence as the Consolidated Entity has not yet entered into production of a commercially viable resource.

Note 2. Expenses

Note 3. Exploration and evaluation expenditure

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

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

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

Note 4. 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 is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Plant and equipment 3-7 years

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.

Note 5. Contingent liabilities

The Directors are not aware of any contingent liabilities at 31 December 2019.

Note 6. 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.

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.

Options and performance rights

At 31 December 2019, there were no outstanding options for ordinary shares in Tlou Energy Limited (2018: Nil). The following performance rights were on issue:

Performance shares

Details of performance shares issued, exercised, and expired during the period are set out below:

The outstanding performance shares have the following key terms and conditions:

Note 7. Segment information

Identification of reportable segments

Operating segments are identified on the basis of internal reports that are regularly reviewed by the executive team in order 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 31 December 2019 no revenue has been derived from its operations (2018: $nil).

Segment assets

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

Note 8. Events occurring after balance date

Other than the matters discussed in this report, there has not arisen in the interval between the end of the half-year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect significantly the operations of the group, the results of those operations or the state of affairs of the group in subsequent financial periods.