REG - Tlou Energy Ltd - Issue of Convertible Notes - Update

TLOU EnergyAnnouncement

17/08/2022 07:00

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RNS Number : 2508W  Tlou Energy Ltd  17 August 2022

17 August 2022

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Issue of Convertible Notes

Update in Respect to ASX Listing Rule 7.1A Capacity

 

 

Further to the announcement on 2 March 2022, the Company announces that on 24
March 2022, the Company issued 90,029,855 Convertible Notes under its 15% ASX
Listing Rule 7.1 capacity and the remaining 25,743,045 Convertible Notes
("Further Notes") under its additional 10% ASX Listing Rule 7.1A capacity.

The Company has been informed that as the Further Notes that were issued are
not an existing quoted class of equity securities, they were not able to be
issued under Listing Rule 7.1A and could only be issued under its Listing Rule
7.1 capacity. This issue of the 90,029,855 Convertible Notes under Listing
Rule 7.1 represented the full 15% capacity.

As such, the Company did not have sufficient placement capacity under Listing
Rule 7.1 to issue the Further Notes as at 24 March 2022.  As a consequence,
the Company understands that it has inadvertently breached ASX Listing Rule
7.1. It is not possible to ratify the issue of the Further Notes under ASX
Listing Rule 7.4 at any of the Company's meetings of shareholders. As a
result, the Company cannot make any further issues under the remaining Listing
Rule 7.1A capacity until it has secured shareholder approval for the extra 10%
capacity at its next annual general meeting as provided for under Rule 7.1A.

The Company has taken steps to mitigate any further inadvertent contraventions
of the ASX Listing Rules.

Under the terms of issue of the Convertible Notes, in any circumstance in
which shareholder approval is required in order for the Company to be in
compliance with the Listing Rules, the issue of shares upon conversion is
subject to, and conditional upon, that approval being obtained, and the
Company will not issue those shares without the approval of shareholders.
Further, the Company must, if such shareholder approval is required for the
purposes of compliance, as soon as is practicable after the receipt of a
Conversion Notice, convene a meeting of shareholders for the purposes of
attaining that approval.

 

By Authority of the Board of Directors

Mr. Anthony Gilby

Managing Director

****

For further information regarding this announcement please contact:

 Tlou Energy Limited                              +61 7 3040 9084
 Tony Gilby, Managing Director
 Solomon Rowland, General Manager

 Grant Thornton (Nominated Adviser)               +44 (0)20 7383 5100
 Harrison Clarke, Colin Aaronson, Ciara Donnelly

 Arden Partners (Broker)                          +44 (0) 20 7614 5900
 Simon Johnson

 Public Relations
 Ashley Seller                                    +61 418 556 875

 

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