Tlou Energy Ltd Notice of Annual General Meeting (8858A)

TIDMTLOU

RNS Number : 8858A

Tlou Energy Ltd

17 September 2018

17 September 2018

Tlou Energy Limited

("Tlou" or "the Company")

Notice of Annual General Meeting

Tlou Energy Limited, the AIM, ASX and BSE listed company focused on delivering power in Botswana and Southern Africa through the development of coal bed methane ("CBM") projects, wishes to advise that the Annual General Meeting of the Company will be held at BDO, Level 10, 12 Creek Street, Brisbane QLD 4000, Australia on Wednesday 17 October 2018 at 10.00am (Brisbane time).

The Notice of Annual General Meeting, which contains an explanatory memorandum, has been sent to shareholders together with the Company's 2018 Annual Report and these documents are available for download on the Company's website: http://tlouenergy.com/investor-centre.

Shareholders will be asked to consider and vote on the resolutions below. Resolutions 1 to 11 (excluding resolution 3) will be proposed as ordinary resolutions and resolution 3 will be proposed as a special resolution.

   1.     Resolution 1 - Non-Binding Resolution to Adopt Remuneration Report 

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2018 be adopted."

   2.     Resolution 2 - Re-election of Mr Gabaake Gabaake as a Director 

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, Gabaake Gabaake, who retires in accordance with Article 46(c) of the Constitution and, being eligible for re-election, be re-elected as a Director with effect from the close of this Annual General Meeting."

   3.      Resolution 3 - Approval of 10% Placement Capacity 

To consider, and if thought fit, to pass the following resolution as a Special Resolution:

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval be given for the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of the issue or the agreement to issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

   4.      Resolution 4 - Ratification of the Issue of Shares Issued on 12 December 2017 

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 21,153,845 ordinary fully paid shares at P1.56 (A$0.1962) on 12 December 2017 to institutional and sophisticated investors on the terms and conditions set out in Explanatory Memorandum is ratified."

   5.      Resolution 5 - Ratification of the Issue of Shares Issued on 20 June 2018 

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 24,752,582 ordinary fully paid shares at A$0.10 or GBP0.0575 on 12 June 2018 to institutional and sophisticated investors on the terms and conditions set out in Explanatory Memorandum is ratified."

   6.      Resolution 6 - Issue of Performance Rights to Mr Anthony Gilby 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of 500,000 Performance Rights to Mr Anthony Gilby (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

   7.      Resolution 7 - Issue of Performance Rights to Mr Martin McIver 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of 500,000 Performance Rights to Mr Martin McIver (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

   8.      Resolution 8 - Issue of Performance Rights to Mr Gabaake Gabaake 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of 500,000 Performance Rights to Mr Gabaake Gabaake (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

   9.      Resolution 9 - Issue of Performance Rights to Mr Colm Cloonan 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of 500,000 Performance Rights to Mr Colm Cloonan (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

   10.      Resolution 10 - Issue of Performance Rights to Mr Hugh Swire 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of 500,000 Performance Rights to Mr Hugh Swire (or his nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

   11.    Resolution 11 - Issue of Performance Rights to Ms Linah Mohohlo 

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 10.14, section 200B of the Corporations Act and for all other purposes, approval is given for the issue of 500,000 Performance Rights to Ms Linah Mohohlo (or her nominee), a Director of the Company, pursuant to the Company's Performance Rights Plan and otherwise on the terms set out in the Explanatory Memorandum."

For further information regarding this announcement please contact:

 
 Tlou Energy Limited                        [phone] 
 Tony Gilby, Managing Director 
                                          ---------------------- 
 Solomon Rowland, General Manager 
                                          ---------------------- 
 
 Grant Thornton (Nominated Adviser)         [phone] 
                                          ---------------------- 
 Samantha Harrison, Colin Aaronson, 
  Harrison Clarke 
                                          ---------------------- 
 
 Shore Capital (Broker)                     [phone] 
                                          ---------------------- 
 Jerry Keen, Toby Gibbs, Mark Percy 
                                          ---------------------- 
 
 FlowComms Limited (Investor Relations)     [phone] 
                                          ---------------------- 
 Sasha Sethi 
                                          ---------------------- 
 

Company Information

Tlou Energy is focused on delivering Gas-to-Power solutions in Botswana and southern Africa to alleviate some of the chronic power shortage in the region. Tlou is developing projects using coal bed methane ("CBM") natural gas. Botswana has a significant energy shortage and generally relies on expensive imported power and diesel generation to fulfil its power requirements. As 100% owner of the most advanced gas project in the country, the Lesedi CBM Project, Tlou Energy provides investors with access to a compelling opportunity using domestic gas to produce power and displace expensive diesel and imported power.

The Company is listed on the Australian Securities Exchange, London's AIM market and the Botswana Stock Exchange and is led by an experienced Board, management and advisory team including individuals with successful track records in the CBM industry.

Since establishment, the Company has significantly de-risked the project in consideration of its goal to become a significant gas-to-power producer. The Company flared its first gas in 2014, holds a Mining Licence and nine Prospecting Licences, covering an area of 8,300Km(2) in total, and the Lesedi Project already benefits from significant independently certified Contingent Gas Resources of 3.2 trillion cubic feet (3C) and independently certified Gas Reserves of 261 billion cubic feet (3P).

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

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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September 17, 2018 02:01 ET (06:01 GMT)