REG - Tlou Energy Ltd - Historical RPT and New Loan Agreement

TLOU EnergyAnnouncement

05/11/2024 07:00

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RNS Number : 8835K  Tlou Energy Ltd  05 November 2024

 

05 November 2024

 

Tlou Energy Limited

("Tlou" or "the Company")

 

Historical Related Party Transaction and New Loan Agreement

 

 

Tlou Energy Limited announces the following historic loan agreement with a
related party and a new loan agreement with the same related party.

 

February Loan Agreement

On 2 February 2024, the Company entered into a loan agreement with ILC BC Pty
Ltd ACN 137 272 596 ("ILCB") to provide an unsecured loan facility of up to a
maximum amount of A$1m (the "February Loan"). ILCB and ILC investments Pty Ltd
("ILC"), a substantial shareholder in the Company are both controlled by the
same party. Interest on drawdowns made on the February Loan is charged at 10%
per annum and to date, A$480,000 has been drawn down on the February Loan. The
February Loan is repayable 10 business days after ILCB requests payment of all
outstanding amounts from the Company or when the Company elects to repay ILCB
all outstanding amounts.

 

The February Loan was announced in the Company's Quarterly Operations Report
issued on 26 April 2024 and in the Company's Annual Report issued on 26
September 2024. However, as ILCB is a related party of the Company, the
February Loan should have been evaluated and announced as a Related Party
Transaction under AIM Rule 13 but it was inadvertently not evaluated and
announced as such at the time.

 

Extension of February Loan

The Company has now re-negotiated the terms of the February Loan with ILCB, to
provide a loan facility of up to a maximum amount of A$5m (the "Extension").
The remaining terms of the February Loan are unchanged.

 

Related Party Transactions

By virtue of the direct shareholding held by ILC in the Company and ILC's
relationship to ILCB, the February Loan and the Extension constitute related
party transactions pursuant to Rule 13 of the AIM Rules for Companies.  The
Directors of the Company, having consulted with the Company's nominated
advisor, Grant Thornton UK LLP, consider that, at the time it was entered
into, the terms of the February Loan were fair and reasonable, and that the
Extension is also fair and reasonable insofar as the Company's shareholders
are concerned.

 

Further Review of Procedures

The Company regularly evaluates its internal controls and procedures to ensure
compliance with all applicable rules and regulations. As a result, revisions
to its reporting procedures are in the process of being implemented, in
consultation with the Company's Board of Directors and its external advisors.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

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, Elliot Peters

 Zeus Capital (UK Broker)                        +44 (0)20 3829 5000
 Simon Johnson

 

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