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
|
|