Tlou Energy Regulatory News (TLOU)

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THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL OR ‎CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH ‎JURISDICTION‎. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU.

17 March 2021

Tlou Energy Limited

("Tlou", the "Company" or the "Group")

Result of Placing

£2.625 million placing to construct transmission lines

Further to its announcement on 16 March 2021, Tlou Energy Limited (ASX: TOU / LSE: TLOU / BSE: TLOU), the entity focused on delivering cleaner electricity in Botswana and southern Africa using gas and solar power, is pleased to announce that it has successfully raised gross proceeds of £2.625 million pursuant to the Placing (the "Placing"). A total of 75,000,000 new common shares of no par value ("Common Shares") were subscribed for by investors ("Placing Shares"), at an issue price of 3.5 pence per Placing Share.

Funds raised will go towards development of Tlou's Lesedi project including construction of transmission lines to connect the Lesedi power project in Botswana to the existing electricity grid at the town of Serowe. The transmission line is a key piece of infrastructure required to transition Tlou to being a power producer and is expected to considerably reduce future funding risk for the Company.

In addition, the Company has received tender responses for the construction of the transmission line. With this funding now in place, the Company can proceed to award and sign contracts with the successful tenderer and commence work as soon as possible.

While construction of the transmission line proceeds, Tlou will also continue its negotiations with other financiers for further development of the Lesedi project. This additional funding package would primarily be directed towards substations, additional generation capacity and drilling.

Anthony Gilby, Chief Executive Officer of Tlou, commented:

"It is fantastic to have secured these funds at this time. This allows Tlou to commence transmission line construction as soon as possible without the need to wait until the larger development funding negotiations and associated due diligence is complete.

We will continue to negotiate the larger funding package and that funding will primarily be directed towards substations and additional generation capacity.

Today's news is a crucial step closer to generation and sale of first electricity from the Lesedi project and we are delighted that the project can now move forward.

We are grateful for the strong support shown by new and existing investors, which further endorses the significant opportunities that exist for Tlou as we seek to accelerate the development of the Lesedi power project."

Use of Funds

The net proceeds of the Placing, along with existing cash, will mainly be applied by Tlou towards:

· Construction of a 66kV transmission line from the Company's Lesedi project to the existing electricity grid at Serowe, Botswana; and

· Field operating costs and ancillary equipment

The Company plans to commence work as soon as possible on the transmission line following award of tenders for the construction of overhead transmission lines and sub-stations. The Environmental and Social Impact Assessment for the line has been completed as well as route alignment and associated surveys.

Funds will also be used to cover working capital requirements including general and administrative costs across the Company's three stock exchange listings on ASX, AIM and BSE. The timing and execution of activities proposed to make use of the funds raised may be impacted by Covid-19 pandemic restrictions.

The above is a statement of the Board's current intentions as at the date of this announcement. However, Shareholders should note that, as with any budget, the allocation of funds set out above may change depending on a number of factors, including the outcome of operational and development activities, regulatory developments, market and general economic conditions and environmental factors. In light of this, the Board reserves the right to alter the way the funds are applied.

Project Finance

Tlou Energy has been working with a number of parties to secure funding for the Lesedi project. The most advanced project finance discussions are currently with a very reputable Botswana based entity, who are proceeding to get a third-party review of the project as part of their due diligence process. Once this report is assessed an investment decision can be made by this entity.

The Lesedi project is proposed to be developed in two phases. Phase one involves transmission line construction, sub-stations, grid connection, electricity generators and potentially the drilling of additional gas wells. The ~100 Km transmission line will run from the Lesedi project to the town of Serowe where it can access the existing power grid. Initial generation is proposed to be up to 2MW of electricity. Funding required for phase one is ~USD $10m which can be staged if necessary or prudent to do so.

Phase two funding is for the expansion of electricity generation up to 10MW. This is planned to include drilling of gas wells and the purchase of additional generation assets. Funding required for phase two is ~USD $20m. Upon successful completion of phase one and two, the Company plans to expand the project beyond 10MW.

Settlement and Dealings

Application will be made for the admission of the 75,000,000 Placing Shares to trading on AIM, the ASX and BSE with admission expected to take place on, or around 24 March 2021 ("Admission"). The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects ‎with the Company's existing issued Common Shares.

Total Voting Rights

Following Admission, the Company's enlarged share capital will comprise 600,199,039 Common Shares. There are no shares held in Treasury. Therefore, the total number of Common Shares with voting rights is 600,199,039. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Enquiries:

About Tlou

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

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

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

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

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

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

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

Forward-Looking Statements

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

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