Tlou Energy Limited
ABN 79 136 739 967
Annual Report
and
Consolidated Financial Statements for the year ended 30 June 2024
Tlou Energy Limited – Annual Report 2024
2
Corporate Directory
ABN
79 136 739 967
Directors
Martin McIver
Anthony Gilby
Gabaake Gabaake
Colm Cloonan
Hugh Swire
Company Secretary
Solomon Rowland
Administration & Registered Office
210 Alice Street
Brisbane
QLD 4000
Australia
Telephone:
+61 7 3040 9084
Solicitors
HWL Ebsworth
Level 19
480 Queen Street
Brisbane QLD 4000
Auditors
BDO Audit Pty Ltd
Level 10
12 Creek Street
Brisbane QLD 4000
Bankers
Westpac Banking Corporation
GPO Box 3433
Sydney NSW 2001
Share register
Australian Securities Exchange Ltd (ASX Code: TOU)
AIM Stock Exchange UK (AIM Code: TLOU)
Botswana Stock Exchange (BSE Code: TLOU)
Tlou Energy Limited – Annual Report 2024
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Contents
Chairman’s letter ............................................................................................................................. 4
Managing Director's Report ............................................................................................................. 5
Directors' report ............................................................................................................................... 8
2024 Annual Reserves Statement ................................................................................................. 24
Auditor’s independence declaration ............................................................................................... 27
Consolidated Statement of Comprehensive Income ...................................................................... 28
Consolidated Statement of Financial Position ................................................................................ 29
Consolidated Statement of Changes in Equity ............................................................................... 30
Consolidated Statement of Cash Flows ......................................................................................... 31
Notes to the financial statements ................................................................................................... 32
Consolidated entity disclosure statement ....................................................................................... 59
Directors' declaration ..................................................................................................................... 60
Independent Auditor’s Report ........................................................................................................ 61
Corporate Governance Statement ................................................................................................. 65
Additional Information .................................................................................................................... 78
Tlou Energy Limited – Annual Report 2024
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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 Botswana’s
national power grid. This vital piece of infrastructure provides a pathway for us to monetise the Company’s vast gas
Reserves. This infrastructure is the foundation of our future growth, and I would like to extend my deepest gratitude to
all our dedicated staff and contractors who helped make this possible and position us for success.
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 Botswana’s energy landscape. This achievement will be proof that Botswana’s own natural resources can power
homes, businesses, and industries, providing cleaner, more reliable energy.
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 Botswana’s energy security.
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 Botswana's future.
Yours faithfully,
Martin McIver
Chairman
Tlou Energy Limited – Annual Report 2024
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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 Botswana’s Central
District – approximately 100km from the town of Serowe.
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.
Tlou Energy Limited – Annual Report 2024
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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 Botswana power market as well as the Southern
African Power Pool.
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 ~$4.25m. The company had a cash balance of ~$2.5m at 30 June 2024.
As a pre-revenue entity, much of the focus during the year was on fundraising to support operations. This included
~$8.48m in equity raisings and $3.48m in debt funding.
Post financial year-end we signed an indicative term sheet for a proposed mezzanine debt facility with a Botswana
based investment management firm. Due diligence is yet to be completed and subject to no issues arising from the
due diligence process, the legal papers can be completed and funds received by Tlou. We are also in discussions with
other funding groups and will update the market should further developments occur. These funds would facilitate
adding more production wells to increase the pace of dewatering and additional gas.
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.
Tlou Energy Limited – Annual Report 2024
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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 Botswana.
Yours faithfully,
Anthony (Tony) Gilby
Managing Director
Tlou Energy Limited – Annual Report 2024
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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 $4,251,607 (30 June 2023: $4,241,208).
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 $12,605,710 over the year which included work on
transmission lines, electrical substations and related infrastructure. Payment to suppliers and employees over the year
was $2,996,421. Along with funds at the beginning of the year, the project was funded through equity raisings totalling
$8,480,258 and borrowings of $3,480,000.
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 Botswana. Lesedi remains at the forefront of Botswana’s gas to
power sector, making substantial progress in the development of the proposed 10MW project.
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 Botswana will be used for power generation.
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.
Tlou Energy Limited – Annual Report 2024
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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 Botswana under the 10MW PPA with BPC.
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 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.
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
Tlou Energy Limited – Annual Report 2024
10
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 Botswana for
over a decade with extensive local and
international relationships with investors who
have supported the Company.
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.
Tlou Energy Limited – Annual Report 2024
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Environment
Botswana’s natural habitat, water and wildlife
needs to be protected. Botswana rigorously
enforces its environmental regulations so the
risk of fines or other liabilities for noncompliance
is commensurately high.
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 Botswana. With
time, the Company aims to diversify its
products including potentially producing solar
power, hydrogen, carbon black/graphite and
crypto currencies.
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.
Tlou Energy Limited – Annual Report 2024
12
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.
Tlou Energy Limited – Annual Report 2024
13
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
Queensland University of Technology.
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 Australia, Asia and
Africa. Prior to joining the Mitchell Group, Martin was a Director in Mergers and Acquisitions with
PricewaterhouseCoopers.
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 Adelaide in
1984, and also won the University Medal in Geology (Tate Memorial Medal). Tony began his career working as a well-
site geologist for Delhi Petroleum in the Cooper Basin. He subsequently joined ESSO Australia. His roles with ESSO
included exploration geology, geophysics, petrophysics and a period of time working in the Exxon Production
Research Centre in Houston studying the seismic application of sequence stratigraphy.
On his return to Australia, he continued to work with ESSO in a New Ventures capacity working on a variety of
projects prior to relocating to Brisbane where he worked for MIM Petroleum and the Louisiana Land and Exploration
Company (LL&E). In 1996, he left LL&E to take on a consulting role as well as the acquisition of prospective
Queensland acreage in a private capacity. This work culminated with the founding of Sunshine Gas Limited where he
remained Managing Director until its sale in late 2008. He is a former Non-Executive director of ASX listed Comet
Ridge Limited.
Tlou Energy Limited – Annual Report 2024
14
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 Botswana in 1986 followed
by a Masters degree in groundwater hydrology from the University College of London in 1989.
Gabaake is a Botswana citizen based in Gaborone. He is a former Botswana Government senior public servant
having worked as Permanent Secretary at the Ministry of Minerals, Energy and Water Resources. Prior to that, he
served at the Ministry of Local Government.
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 Europe and Australia in a range of finance
roles including audit and business services, as well as providing financial and management accounting services to
clients in various industries including power generation in Australia.
Colm studied accountancy at the Galway-Mayo Institute of Technology in Ireland. During the past three years Colm
has not served as a director of any other ASX listed companies.
Tlou Energy Limited – Annual Report 2024
15
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 Beijing. Active in China since 1985, Mahon China have over 3 decades of experience advising foreign
companies with investments and corporate activities in China. Hugh has remained a Partner of the firm and now
supports UK / EU companies from London looking to expand and find partners in China or increasingly support
Chinese companies looking to make investments internationally.
After leaving Mahon China, Hugh spent a decade working for Investment funds and international banks in Hong Kong
and Tokyo where he worked for Nomura as well as in London for JP Morgan where he was Vice President.
Since 2010, Hugh has been focused on supporting fast growing UK companies in the low carbon and technology
sectors by investing growth capital in Water Powered Technologies Ltd, a leading innovator in zero energy water
management systems as well as MWF Ltd, one of the largest suppliers of renewable heat in the UK, which has since
been sold to Aggregated Micro Power Holdings plc. Hugh also helped found a leading technology education company
Black Country Atelier Ltd, which provides specialist training courses to students globally in 3D printing (CAM) digital
electronics and CAD.
Hugh still travels to China after studying Chinese at Oxford University graduating with a BA Hons. During the past
three years Hugh has not served as a director of any other ASX listed companies.
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 Queensland.
Prior to joining Tlou Energy Limited as Legal Counsel in February 2013, Solomon worked for Crown Law representing
various Queensland government departments in a range of legal matters. During his time in government, Solomon
was involved in advising government departments on commercial, corporate governance and policy matters as well as
representing the state in various courts, tribunals, and commissions of inquiry. Solomon brings many years of
experience in commercial, advocacy, administrative and planning and environment law.
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.
Tlou Energy Limited – Annual Report 2024
16
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 Australia and employed executives receive
the superannuation guarantee contribution required by the Commonwealth Government, which is currently 11.5% and
do not receive any other retirement benefits. Individuals, however, can chose to sacrifice part of their salary to
increase payments towards superannuation.
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 $500,000 per year. This was
approved by shareholders at a general meeting held on 10 July 2012.
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.
Tlou Energy Limited – Annual Report 2024
17
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.
Tlou Energy Limited – Annual Report 2024
18
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
$336,000.
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 $196,000.
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.
Tlou Energy Limited – Annual Report 2024
19
Service agreements (continued)
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 $153,000.
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 $351,000.
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
Tlou Energy Limited – Annual Report 2024
20
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 $0.165 or greater for a period of 10 consecutive trading
days. These performance rights expire on 31/01/2025.
(ii)
To vest the share price needs to be AUD $0.22 or greater for a period of 10 consecutive trading
days. These performance rights expire on 31/01/2025.
(iii)
To vest the share price needed to be AUD $0.28 or greater for a period of 10 consecutive trading
days. These performance rights expired on 31/01/2024.
(iv)
To vest the share price needs to be AUD $0.10 or greater for a period of 10 consecutive trading days.
These performance rights expire on 31/01/2025.
(v)
To vest the share price needs to be AUD $0.165 or greater for a period of 10 consecutive trading
days. These performance rights expire on 31/01/2025.
Shares issued on exercise of performance rights
Other than as shown in the table above, no other shares were issued on exercise of performance rights up to the date
of this report.
Tlou Energy Limited – Annual Report 2024
21
Relationship between remuneration and Company performance
The factors that are considered to affect shareholder return during the last five years is summarised below:
2024
2023
2022
2021
2020
Share price at end of financial year ($)
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)
Tlou Energy Limited – Annual Report 2024
22
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
$0.17
31-Jan-25
2,175,000
19-Oct-18
$0.22
31-Jan-25
2,175,000
15-Dec-21
$0.10
31-Jan-25
3,000,000
15-Dec-21
$0.17
31-Jan-25
3,000,000
1-Feb-23
$0.17
31-Jan-25
2,000,000
1-Feb-23
$0.22
31-Jan-25
2,000,000
1-Feb-23
$0.28
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.
Tlou Energy Limited – Annual Report 2024
23
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
Tlou Energy Limited – Annual Report 2024
24
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
Tlou Energy Limited – Annual Report 2024
25
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.
Tlou Energy Limited – Annual Report 2024
26
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).
Tlou Energy Limited – Annual Report 2024
27
Auditor’s independence declaration
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a
UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme
approved under Professional Standards Legislation.
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
DECLARATION OF INDEPENDENCE BY R J LIDDELL TO THE DIRECTORS OF TLOU ENERGY LIMITED
As lead auditor of Tlou Energy Limited for the year ended 30 June 2024, I declare that, to the best of
my knowledge and belief, there have been:
1.
No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2.
No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Tlou Energy Limited and the entities it controlled during the year.
R J Liddell
Director
BDO Audit Pty Ltd
Brisbane, 26 September 2024
Tlou Energy Limited – Annual Report 2024
28
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.
Tlou Energy Limited – Annual Report 2024
29
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.
Tlou Energy Limited – Annual Report 2024
30
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.
Tlou Energy Limited – Annual Report 2024
31
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.
Tlou Energy Limited – Annual Report 2024
32
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 0 for accounting policy on translation of foreign operations.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
33
Note 1 Material accounting policies (continued)
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 $4,251,607 after income tax and net cash used in
operating activities was $2,853,595 and net cash used in investing activities was $13,314,502. At 30 June 2024 the
Group had net current assets of $1,229,707 and commitments due in the next 12 months of $1,832,405. Subsequent
to balance date the Group announced an equity raising of $995,787 of which $428,843 is subject to shareholder
approval at a general meeting on 26 September 2024.
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 BWP76.5m
(~A$8.5m, ~£4.4m) with a Botswana based investment management firm. This facility remains subject to legal
counsel review, satisfactory due diligence, final documentation, investment committee approval and fulfilment
of certain conditions;
•
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 $1m loan facility
that can be drawn down as required. $520,000 of this facility remains available at the date of this report. This
facility may also be increased in future subject to agreement with the shareholder; and
•
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
34
Note 1 Material accounting policies (continued)
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
35
Note 1 Material accounting policies (continued)
(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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
36
Note 1 Material accounting policies (continued)
(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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
37
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
38
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
39
Note 4 Income tax (continued)
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
40
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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
41
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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
42
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).
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
43
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
44
Note 13 Provisions (continued)
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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
45
Note 14 Convertible notes (continued)
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
46
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
47
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
48
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
49
Note 19 Share based payments (continued)
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
50
Note 19 Share based payments (continued)
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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
51
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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
52
Note 21 Financial instruments (continued)
(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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
53
Note 21 Financial instruments (continued)
(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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
54
Note 21 Financial instruments (continued)
(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.
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
55
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).
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
56
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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
57
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
Tlou Energy Limited – Annual Report 2024
Notes to the financial statements (continued)
58
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.
Tlou Energy Limited – Annual Report 2024
59
Consolidated entity disclosure statement
Name of entity
Type
% of
share
Capital
Country of
incorporation
Australian
tax resident
or foreign
tax resident
Foreign
jurisdiction
of foreign
residents
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
Tlou Energy Limited – Annual Report 2024
60
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
Tel: +61 7 3237 5999
Fax: +61 7 3221 9227
www.bdo.com.au
Level 10, 12 Creek Street
Brisbane QLD 4000
GPO Box 457 Brisbane QLD 4001
Australia
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
INDEPENDENT AUDITOR'S REPORT
To the members of Tlou Energy Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Tlou Energy Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 30 June 2024, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and
the consolidated statement of cash flows for the year then ended, and notes to the financial report,
including material accounting policy information, the consolidated entity disclosure statement and the
directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2024 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report which describes the events and/or conditions which
give rise to the existence of a material uncertainty that may cast significant doubt about the group’s
ability to continue as a going concern and therefore the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this
matter.
61
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Carrying value and classification of exploration and evaluation assets
Key audit matter
How the matter was addressed in our audit
Refer to notes 2 and 9 in the financial report.
The Group carries exploration and evaluation
assets as at 30 June 2024 in relation to the
application of the Group’s accounting policy for
exploration and evaluation assets.
The recoverability and classification of
exploration and evaluation asset is a key audit
matter due to:
•
The significance of the total balance; and
•
The level of procedures undertaken to
evaluate management’s application of the
requirements of AASB 6 Exploration for and
Evaluation of Mineral Resources (‘AASB 6’) in
light of any indicators of impairment that
may be present.
Our audit procedures included, amongst others:
•
Obtaining evidence that the Group has valid
rights to explore in the areas represented by
the capitalised exploration and evaluation
expenditure by obtaining supporting
documentation such as license agreements
and also considering whether the Group
maintains the tenements in good standing
•
Making enquiries of management with
respect to the status of ongoing exploration
programs in the respective areas of interest
and assessing the Group's cashflow budget
for the level of budgeted spend on
exploration projects and held discussions
with directors of the Group as to their
intentions and strategy
•
Reviewing the current status of the asset to
assess whether the classification of the
projects as exploration and evaluation assets
continues to be valid
•
Enquiring of management, reviewing ASX
announcements and reviewing directors'
minutes to ensure that the Group had not
decided to discontinue activities in any
applicable areas of interest and to assess
whether there are any other facts or
circumstances that existed to indicate
impairment testing was required.
62
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2024, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
63
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia
Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO
International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
Liability limited by a scheme approved under Professional Standards Legislation.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 16 to 21 of the directors’ report for the
year ended 30 June 2024.
In our opinion, the Remuneration Report of Tlou Energy Limited, for the year ended 30 June 2024,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
R J Liddell
Director
Brisbane, 26 September 2024
64
Tlou Energy Limited – Annual Report 2024
65
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)
Tlou Energy Limited – Annual Report 2024
66
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)
Tlou Energy Limited – Annual Report 2024
67
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”.
Tlou Energy Limited – Annual Report 2024
68
(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
Tlou Energy Limited – Annual Report 2024
69
•
• 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
Tlou Energy Limited – Annual Report 2024
70
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;
Tlou Energy Limited – Annual Report 2024
71
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
Tlou Energy Limited – Annual Report 2024
72
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.
Tlou Energy Limited – Annual Report 2024
73
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)
Tlou Energy Limited – Annual Report 2024
74
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)
Tlou Energy Limited – Annual Report 2024
75
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)
Tlou Energy Limited – Annual Report 2024
76
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’
Tlou Energy Limited – Annual Report 2024
77
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
Tlou Energy Limited – Annual Report 2024
78
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%
Tlou Energy Limited – Annual Report 2024
79
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
38,493,304
2.99%
Gilby Super Pty Ltd
32,200,430
2.50%
Hargreaves Lansdown (Nominees) Limited
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
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
17,476,084
1.36%
Barclays Direct Investing Nominees Limited
17,033,776
1.32%
Lawshare Nominees Limited
16,382,987
1.27%
Vidacos Nominees Limited
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.