Wrap Text
Australian Stock Exchange Appendix 4E – Preliminary Final Report
APPENDIX 4E
PRELIMINARY FINAL REPORT
ENTITY NAME: RENERGEN LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2014/195093/06)
JSE Share Code: REN, A2X Share Code: REN, ISIN: ZAE000202610
Australian Business Number (ABN): 93998352675, ASX Share Code: RLT
("Renergen" or "the Company" or together with its subsidiaries "the Group")
Current reporting period Year ended 29 February 2024 (2024)
Previous period Year ended 28 February 2023 (2023)
RESULTS ANNOUNCEMENT TO THE MARKET
2024 2023 Change Change
Rm Rm Rm %
Revenue 29.0 12.7 16.3 128.4%
Loss after tax attributable to owners of Renergen 110.3 26.7 83.6 313.1%
Total comprehensive loss attributable to owners of
Renergen 110.2 26.7 83.5 312.7%
Change Change
Cents Cents Cents %
Basic and diluted loss per share 75.10 19.86 55.24 278.1%
• Renergen through its wholly owned subsidiary Tetra4 Proprietary Limited ("Tetra4") commenced the
production and sale of liquefied natural gas ("LNG") in September 2022. LNG production steadily
increased in the first half of 2024 averaging approximately 17 tonnes a day prior to the LNG plant being
placed on maintenance from September 2023 to early February 2024 as fully set out in the results
commentary accompanying this announcement. The positive start to the 2024 financial year contributed
to an overall increase in revenue by 128.4%.
• The total comprehensive loss attributable to ordinary shareholders increased from 26.7 million to
R110.2 million, or 312.7%, broadly as a result of the plant being down over 4 months during a protracted
maintenance period resulting in lower than expected revenues, combined with higher costs1
(employee, security, repairs and maintenance costs, depreciation, and interest) and foreign exchange
losses, which were offset by a higher gross profit contribution, higher interest income, marginally lower
share-based payment expenses and an increase in the deferred tax credit. A further analysis of the
financial performance of the Group for the year under review is contained in the financial review
accompanying this announcement.
1 Following commissioning of Phase 1, certain employee costs, security costs, foreign exchange differences and interest expenses no longer qualify to be capitalised
under IFRS Accounting Standards and were therefore recorded in the statement of profit or loss and other comprehensive loss resulting in significant increases in
operating and interest costs of the Group for the year under review. For clarity the Group will continue to capitalise qualifying costs directly attributable to segments
of the plant that are still under construction including in the near-term qualifying costs associated with the construction of Phase 2.
2024 2023 Change Change
R R R %
Tangible net asset value per share 8.40 4.13 4.27 103.4%
Change Change
Rm Rm Rm %
Total assets 2 709.1 1 900.9 808.2 42.5%
The increase in the Group's tangible net asset value per share is mainly attributable to further investments
in property, plant and equipment to complete Phase 1 and to progress Phase 2 of the VGP, an increase in
cash and cash equivalents and restricted cash balances, and increases in trade and other receivables and
inventory of the Group, which were funded primarily by debt amounting to R374.0 million and equity
funding totalling R32.6 million acquired during the year under review. Year-end cash balances also include
part of the proceeds received from Mahlako Gas Energy Proprietary Limited for a 5.5% interest in Tetra4
(see Fund Raising section in the accompanying announcement).
Further commentary on the Group's assets and liabilities is provided in the financial position review
accompanying this announcement.
PRELIMINARY FINAL FINANCIAL STATEMENTS
Please refer to pages 10 to 34 of this report wherein the following are provided:
• Consolidated statement of profit or loss and other comprehensive loss for the year ended 29 February
2024;
• Consolidated statement of financial position as at 29 February 2024;
• Consolidated statement of changes in equity for the year ended 29 February 2024;
• Consolidated statement of cash flows for the year ended 29 February 2024; and
• Notes to the consolidated financial statements.
The condensed consolidated financial statements presented have not been audited or subject to a review
by the external auditors. The audit of the Group's financial statements for the year ended 29 February
2024 is in process.
OTHER DISCLOSURE REQUIREMENTS
Dividend or distribution reinvestment plans
Renergen did not declare dividends during the year ended 29 February 2024 (2023: nil).
Entities over which control has been gained or lost during the year
On 16 August 2022, Renergen formed a new wholly owned subsidiary, Renergen USA Inc. ("Renergen
US"), to assist with various fund raising and business development activities of the Group in the United
States market (see page 25 of this report).
Details of associates and joint ventures
The Group does not have associates or joint ventures.
Additional Appendix 4E disclosure requirements and commentary on significant features of the operating
performance, results of segments, trends in performance and other factors affecting the results for the
period are contained in the financial report accompanying this announcement.
ENTITY NAME: RENERGEN LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2014/195093/06)
JSE Share Code: REN, A2X Share Code: REN, ISIN: ZAE000202610
Australian Business Number (ABN): 93998352675 ASX Share Code: RLT
("Renergen" or "the Company" or together with its subsidiary "the Group")
PRELIMINARY FINAL REPORT
RESULTS COMMENTARY
Renergen achieved critical milestones in advancing its strategic initiatives during the year ended 29
February 2024 ("FY2024"), the highlights of which securing US$535.0 million of debt funding from the
United States government through the United States Development Finance Corporation ("DFC") and a
further US$260.0 million of debt from Standard Bank of South Africa ("SBSA") for the Phase 2 operations;
and concluding an investment by our new partners Mahlako Gas Energy Proprietary Limited ("MGE") of
R550.0 million in return for a 5.5% stake in the Virginia Gas Project ("VGP"). In addition, Renergen secured
a strategic investment of US$7.0 million from an Italian specialist gases company, SOL S.p.A in the form
of a convertible debenture which converts into equity in the upcoming Nasdaq initial public offering
("Nasdaq IPO"), and a further milestone was the South African government designating the VGP as a
strategic integrated project ("SIP") as defined in the Infrastructure Development Act 23 of 2014 due to its
expected contribution to alleviating the energy crisis in the country by reducing reliance on energy
imports whilst providing clean energy. This support, despite the challenges experienced this year,
provides a strong positive indicator of the significance and viability of the VGP to investors and
stakeholders.
These achievements above were however met with some unexpected operational challenges at the VGP,
the Group's primary asset of which it now holds 94.5% subsequent to the sale of the 5.5% stake to MGE
("MGE Transaction"), relating to the LNG and helium operations, as previously reported. Despite these
temporary setbacks, which have now been resolved, Renergen remains the only domestic onshore
producer and supplier of LNG, and with its world-class Reserves is well placed to become a significant
global Lhe supplier, as evidenced by the continued support of our customers, investors, and lenders.
Key developments during FY2024 are summarised below:
• FY2024 LNG production totalled 2 876 tonnes (2023: 977 tonnes).
• Conclusion of an LNG offtake agreement with Time Link Cargo ("Time Link") (supply expected to
commence from the third quarter of the year ending 28 February 2025 (FY2025") to be supplied from
the remaining Phase 1 capacity).
• Approval of senior debt funding by the DFC (US$535.0 million) and SBSA (US$260.0 million), which
includes US$45.0 million approved for the refinancing of the existing Phase 1 debt, subject to the
fulfilment of conditions precedent.
• The subscription for Renergen debentures amounting to US$3.0 million (R56.0 million) by SOL, a
transaction linked to the planned and broader initial public offering of Renergen shares on the Nasdaq
Stock Market, with the remaining US$4.0 million (R75.0 million) being subscribed for post year end.
• Completion of the MGE Transaction on 27 February 2024.
•
• Identification of additional gas reservoirs from the analysis of completed gravity and aeromagnetic
surveys.
• Granting of several of the Phase 2 required authorisations, licenses and / or permits including:
o Environmental authorisation for the drilling, gas gathering pipeline and LNG and LHe
processing plant including balance of plant construction and operations by the Department
of Mineral Resources and Energy ("DMRE").
o Water Use License issued by the Department of Water and Sanitation "(DWS") for water
usage registration for the Phase 2 activities in relation to overhead power line and substation
connection.
o Environmental Authorization from the Department of Forestry, Fisheries and Environment
("DFFE") for the Phase 2 activities in relation to overhead power line and substation
connection.
Operations review
VGP
The VGP comprises exploration and production rights over 187 000 hectares of gas fields across Welkom,
Virginia and Theunissen, in the Free State Province in South Africa. This abundance of methane and helium
reserves which can be extracted at a lower cost relative to our peers provides the Group with a
competitive advantage in meeting the growing demand for LNG and helium worldwide.
Phase 1
LNG
There was a steady increase in LNG production during the first half of FY2024 averaging approximately 17
tonnes of LNG per day. During routine annual maintenance carried out in September 2023 which had
originally been scheduled to last until December 2023, Tetra4 experienced challenges with the primary
mixed refrigerant compressors which necessitated replacement of certain components. This prolonged
the duration of the maintenance due to long lead times for the components. As a result of these
challenges, the LNG plant was not operational from September 2023 up until early-February 2024 when
LNG deliveries recommenced. This impacted FY2024 production volumes which totalled 2 876 tonnes for
the year (2023: 977 tonnes). Tetra4 expects to increase LNG production over the coming months and
plans to reach the maximum nameplate capacity of 50 tonnes later this year. The current drilling campaign
continues with the last wells expected to be completed around H1FY25 while in parallel we construct the
required gas gathering pipeline fixed infrastructure to tie in these wells. The interventions undertaken
during the maintenance period will yield significant benefits and most likely lead to increased long-term
uptime and production efficiency.
Tetra4 currently sells all LNG produced from its operations to two local customers and will soon onboard
a third customer following the conclusion of the agreement with Timelink in May 2023. Pursuant to this
agreement, Tetra4 will supply Time Link with LNG from the remainder of the Phase 1 capacity during
FY2025. Time Link, a South African based company, will transition its fleet from exclusive diesel operation
to a dual-fuel LNG alternative, thereby reducing costs and improving their overall emissions footprint. The
LNG will be dispensed from an LNG filling station based in Time Link's depot.
Helium
As previously reported, following the initial commencement of helium operations, a leak in the helium
cold box required the unit to be removed from site and repaired leading to significant delays. Following a
successful repair, commissioning recommenced and the system was tested using third party gaseous
helium in October 2023.
Phase 2
The Phase 2 expansion will not impact the Phase 1 operations and is expected to achieve commercial
operation during the 2027 calendar year. Phase 2 will produce 684 tonnes of LNG per day and 4.2 tonnes
of LHe per day once fully ramped up to name plate capacity. Several take-or-pay agreements (10–15 year)
have been concluded with several top-tier global industrial companies for just over 50% of the anticipated
Phase 2 LHe production. The balance of the LHe is earmarked for sales in the international spot market
and / or to strategic customers that will allow the Company to participate in the existing LHe commodity
price upside as we begin to participate further downstream in the value chain. Renergen expects to also
contract a majority of the Phase 2 LNG on 5–8 year take-or-pay agreements, servicing the industrial,
logistics and gas-to-power industries. A significant gas shortage described as a "gas cliff" by local media is
expected to occur in South Africa from H2 2026. The timing of the perceived gas cliff and the expected
timing of the commencement of the Phase 2 operations is coincidental but also opportune.
To date the following has been completed with respect to the Phase 2 expansion project:
• Feasibility studies and front-end engineering design;
• Worley RSA Proprietary Limited was selected for the scope of the owners engineer role;
• Environmental authorisation was granted by the DMRE for the overhead powerline to feed Phase 2
of the plant; and
• Confirmation was received from the DWS of the water usage registration for Phase 2.
Funding initiatives for the VGP are discussed in the Fund Raising section below.
Financial review
Fund raising
The Group's equity funding raising initiatives are ongoing and were successful in FY2024 relative to our
targets for the year. As mentioned earlier, the Group completed the MGE Transaction which raised R550.0
million for the acquisition of a 5.5% interest in Tetra4 by MGE. Part of the proceeds from the MGE
Transaction will be utilised to progress the construction of the VGP with the remainder to be used to
repay the debt owed to SBSA.
The Company's other equity transactions raised a further R32.6 million as outlined in note 5.
The conclusion of the SBSA bridge loan of R303.0 million and the subscription for Renergen debentures
amounting US$3.0 million (R56.0 million) by SOL were previously highlighted in our results for the six
months ended 31 August 2023. Proceeds from these debt arrangements were mainly used to progress
the construction of the VGP.
The construction of Phase 2 is expected to cost US$1.2 billion. In addition to the equity proceeds available
from the MGE Transaction, US$795.0 million of debt financing has been secured from the DFC and SBSA
which have approved debt amounting US$535.0 million and US$260.0 million respectively, which includes
US$45.0 million for the refinancing of the existing Phase 1 debt package subject to the fulfilment of
standard conditions precedent – mainly the completion of an equity capital raise, which may include the
Nasdaq IPO, and other conditions that are standard for loans of this nature and similar to those that were
in place for Phase 1 funding. The Nasdaq IPO is expected to occur in two tranches which should lead to
significantly reduced dilution over time. In order to mitigate risk from an execution perspective, the first
placement will be sufficient to see the Group bring a 30 million standard cubic feet plant into operation.
A plant of this size is sufficient to cover all debt payments while still producing healthy profits. The second
placement which is not expected to occur within the first 12 months of the first placement, will see the
plant expanded to a 45 million standard cubic feet capacity.
Financial performance
Broadly, the commissioning of Phase 1 of the VGP in the prior year and the challenges experienced with
the primary mixed refrigerant compressors at the LNG plant during the second half of FY2024 had a
significant impact on the financial performance of the Group. Whilst the commissioning of Phase 1 had a
positive effect on the overall gross profit contribution from LNG operations, it impacted the accounting
basis for several of the Group's costs which were previously capitalised during the construction of Phase
1 of the plant. Following the commissioning of Phase 1, these costs no longer qualify to be capitalised
under IFRS Accounting Standards and were therefore recorded in the statement of profit or loss and other
comprehensive loss resulting in significant increases in operating and interest costs of the Group. The
commissioning of Phase 1 also triggered the depreciation of assets which had been brought into use which
resulted in significantly higher depreciation charges for the year compared to the prior year (classified
within operating costs). On the other hand, challenges with the primary mixed refrigerant compressors
necessitated repairs which resulted in a substantial increase in repairs and maintenance costs of the
Group for the year under review (included under operating expenses). The increases in operating and
interest costs were partially offset by increases in the gross profit contribution as mentioned, higher
interest income, marginally lower share-based payment expenses and an increase in the deferred tax
credit for the year due to the higher loss position of the Group. Overall, the Group reported a loss after
taxation of R109.8 million (2023: R26.7 million) with a corresponding loss per share of 75.10 cents (2023:
19.86 cents).
Gross profit contribution
The implementation of the strategic plan to ramp up Phase 1 LNG operations resulted in increased
production year-on-year despite the challenges experienced with the plant. Production averaged 17
tonnes per day before the plant was placed on maintenance between September 2023 and early February
2024. Overall, LNG produced during the year totalled 2 876 tonnes compared to 977 tonnes in the prior
year, an increase of 194%, resulting in reported revenue of R29.0 million (2023: R12.7 million), an increase
of 128%. The gross profit contribution for the year therefore increased by R6.1 million to R10.1 million
(2023: R4.0 million), an increase of 153%.
Other operating and interest expenses
Operating expenses increased by R104.0 million to R146.9 million (2023: R42.9 million) year-on-year.
Factors which broadly impacted these expenses are summarised below:
• IFRS Accounting Standards permits the capitalisation of costs, including interest costs (see interest
expense section below) and exchange differences, directly attributable to the acquisition or
construction of a qualifying asset. As reflected in our past reporting, prior to the commissioning of
Phase 1 of the VGP, the Group capitalised within assets under construction qualifying employee costs,
interest costs, exchange differences and security costs, amongst other costs. Capitalisation of costs
attributable to the construction of Phase 1 ceased when the plant was commissioned in September
2022 and the referred costs are now recorded within operating expenses. For clarity, the Group will
continue to capitalise qualifying costs directly attributable to segments of the plant that are still under
construction including in the near-term qualifying costs associated with the construction of Phase 2.
The change in accounting outlined in this paragraph had the following impact on key operating
expenses:
o Employees costs increased by R22.9 million to R25.7 million (2023: R2.8 million);
o Security costs increased by R7.2 million to R7.5 million (2023: R0.3 million); and
o A net foreign exchange loss of R14.7 million was recognised primarily on the DFC loans (2023:
net foreign exchange gain of R9.6 million included under other operating income).
• As previously mentioned, the Group commenced the depreciation of plant and equipment and motor
vehicles which were brought into use from July 2023 which significantly increased the depreciation
and amortisation expense by R15.4 million to R18.4 million (2023: R3.0 million). The repairs and
maintenance which were undertaken during the second half of the year to repair the primary mixed
refrigerant compressors also resulted in an increase in repairs and maintenance costs by R16.6 million
to R17.0 million (2023: R0.4 million).
• The Group's remaining operating costs increased by R27.2 million to R63.6 million (2023: R36.4
million) mainly due to increased operations relative to the prior year. This cost base primarily includes
health and safety costs, insurance, travel costs, IT expenses, selling and distribution costs and
marketing and advertising costs.
Interest expenses
Interest expenses increased by R18.1 million to R22.7 million (2023: R4.6 million) year-on-year mainly
impacted by the change in accounting highlighted above. A less significant contributing factor was the
increase of R3.5 million in imputed interest on the rehabilitation provision.
Share-based payments expense
The share-based payments expense decreased by R2.2 million to R8.1 million (2023: R10.3 million)
impacted mainly by less share scheme awards in the current year relative to the prior year, the vesting of
bonus share scheme awards and the lapsing of awards under the Share Appreciations Rights Plan.
Interest income
Interest income increased by R7.2 million to R10.9 million (2023: R3.7 million) year-on-year mainly due
to interest earned on finance lease arrangements (with Group as lessor) which was higher by R4.4 million
as the finance leases were in place for a full year compared to a partial year in the previous year. Interest
on cash balances was also higher by R1.9 million relative to the prior year due to higher cash balances
from the Company's fund-raising initiatives and higher interest rates during the year under review.
Deferred taxation credit
The Group reported a deferred taxation credit of R37.2 million (2023: R9.7 million) mainly reflecting the
impact of increased unutilised tax losses of the Group.
Financial position
The Group's net asset value ("NAV") increased by R481.0 million to R1.321 billion (2023: R0.840 billion),
an increase of 57% and broadly a positive reflection of the progress on the VGP and the Group's fund-
raising initiatives. Specifically, the growth in NAV can be attributed to the following:
• Further investments in the Group's property, plant and equipment ("PPE") and intangible assets aided
mostly by debt and equity funding acquired during the year (see Fund Raising section). The Group's
PPE and intangible assets increased by R345.8 million year-on-year, on a net basis, primarily reflecting
expenditure to increase the capacity of the plant (gas gathering and additional exploratory drilling
expenditure) and the progression of Phase 2 of the VGP. For purposes of the cash flow statement
additional investments in the Group's PPE and intangible assets totalled R303.7 million exclusive of
capitalised borrowing costs and non-cash additions attributable to right-of-use assets. The Group's
PPE and intangible assets totalled R1.959 billion as at 29 February 2024 (2023: R1.614 billion).
• An increase in the deferred taxation asset by R37.2 million to R90.4 million (2023: R53.2 million) as
highlighted under the Performance Review section.
• An increase in restricted cash balances by R12.5 million to R104.5 million (2023: R92.0 million)
primarily reflecting the impact of a weaker exchange rate on the US Dollar denominated DFC Debt
Service Reserve Account ("DSRA") and a higher prime lending rate on the Industrial Development
Corporation ("IDC") borrowings which affect the translation of year end balances and future
repayment obligations, respectively. The Group is required to retain funds relating to future
repayment obligations for the IDC and DFC debt for any given six-month period in DSRAs.
• An increase in cash and cash equivalents by R415.4 million to R471.1 million (2023: R55.7 million).
The cash and cash equivalents as at 29 February 2024 mainly reflect the proceeds from the MGE
Transaction.
• The Group's trade and other receivables and inventory increased marginally by R3.0 million reflecting
an overall increase in operations year-on-year.
Increases in the above assets were offset by:
• Increases in borrowings by R325.2 million to R1.236 billion (2023: R0.911 billion), on a net basis,
primarily reflecting the acquisition of new debt totalling R374.0 million mainly from SOL and SBSA,
interest expenses totalling R106.3 million1, foreign exchange losses totalling R29.7 million2,
repayments totalling R175.2 million and a decrease of R9.6 million in the Molopo loan following
remeasurement.
• A net increase of R2.2 million in the Group's remaining liabilities primarily reflecting an increase in
lease liabilities attributable to the lease of the head office building, offset by a decrease in trade and
other payables.
• A net decrease of R5.6 million in the Group's finance lease receivables mainly reflecting the impact of
repayments made with respect to amounts owed to the Group by lessees.
1– R90.7 was capitalised to PPE and R15.4 million is included in the interest expense in the statement of profit or loss and other comprehensive loss.
2–R16.5 million was capitalised to PPE and R13.5 million is included in the foreign exchange loss of R14.7 million included in operating expenses.
Changes in directorate
Refer to note 15 for changes in directors post the reporting period. There were no other changes to
directors for the year under review and up until the date of this report.
Litigation update
As reported in our 2023 Integrated Annual Report, it is reiterated that the Group, represented by its
subsidiary Tetra4, continues to be involved in ongoing legal proceedings as outlined below. Despite the
absence of significant developments or alterations in the status of all of these matters since the previous
report, it is important to acknowledge the inherent uncertainty in predicting the outcomes of ongoing
legal proceedings. Nevertheless, the Group?s management remains steadfast in its confidence that the
resolution of any pending legal matter, whether assessed independently or in aggregate, will not have a
substantial impact on the Group's financial position, cash flows, or operational activities.
Legal Proceedings Involving African Carbon Energy Proprietary Limited ("Africary")
Africary continues to pursue a mining right application for underground coal gasification in areas that
overlap with Tetra4's Production Right. The proposed method of underground coal gasification may
potentially diminish Tetra4's capacity to extract gas from the area of the Production Right where the
overlap exists. Tetra4 submitted objections in respect of the said application to the relevant authorities.
Tetra4 maintains confidence that the mining right will not be granted, given Tetra4's priority in right and
application, reinforced by established case law supporting our legal stance.
Legal Proceeding involving, amongst other, the National Energy Regulator of South Africa ("NERSA")
On or about December 2021, Tetra4 initiated motion proceedings in the High Court of South Africa to
seek clarification on the jurisdiction of NERSA regarding certain operational activities. Tetra4 contends
that these activities fall under the regulatory purview of the Production Right granted in accordance with
the Mineral and Petroleum Resources Development Act 28 of 2002. The sought-after order aims to
resolve the ambiguity and potential contradictions arising from disparate sets of legislation affecting
Tetra4. Notably, Tetra4 already holds all necessary licenses, and this action seeks legal clarity on the
regulatory framework governing upstream versus downstream operations. The matter is now poised for
adjudication, and proceedings will advance through the legal process accordingly.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The Consolidated Statement of Financial Position of the Group as at 29 February 2024 is set out below:
R'000 Notes 2024 2023
ASSETS
Non-current assets 2 110 001 1 729 356
Property, plant and equipment 2 1 877 132 1 371 748
Intangible assets 3 82 212 241 842
Deferred taxation 11.2 90 435 53 236
Restricted cash 17 243 14 435
Finance lease receivables 42 979 48 095
Current assets 599 126 171 525
Inventory 2 073 147
Restricted cash 87 300 77 552
Finance lease receivables 5 969 6 464
Trade and other receivables 32 709 31 657
Cash and cash equivalents 4 471 075 55 705
TOTAL ASSETS 2 709 127 1 900 881
EQUITY AND LIABILITIES
Stated capital 5 1 170 059 1 134 750
Share-based payments reserve 26 445 21 099
Other reserves 628 598
Accumulated profit/(loss) 46 515 (316 243)
Equity attributable to equity holders of Renergen 1 243 647 840 204
Non-controlling interest 6 77 456 -
TOTAL EQUITY 1 321 103 840 204
LIABILITIES
Non-Current Liabilities 816 467 860 323
Borrowings 7 748 659 806 558
Lease liabilities 11 613 1 108
Deferred revenue 15 743 15 093
Provisions 40 452 37 564
Current Liabilities 571 557 200 354
Borrowings 7 487 470 104 457
Trade and other payables 82 272 92 313
Lease liabilities 1 815 1 184
Provisions - 2 400
TOTAL LIABILITIES 1 388 024 1 060 677
TOTAL EQUITY AND LIABILITIES 2 709 127 1 900 881
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE LOSS
The Consolidated Statement of Profit and Loss and Other Comprehensive Loss of the Group for the 12-
month period ended 29 February 2024 is set out below:
R'000 Notes 2024 2023
Revenue 9 28 952 12 687
Cost of sales (18 885) (8 684)
Gross profit 10 067 4 003
Other operating income 9 778 13 630
Share-based payments expense (8 074) (10 278)
Other operating expenses 10 (146 868) (42 879)
Operating loss (135 097) (35 524)
Interest income 10 853 3 675
Interest expense and imputed interest (22 747) (4 583)
Loss before taxation (146 991) (36 432)
Taxation 11.1 37 199 9 707
LOSS FOR THE YEAR (109 792) (26 725)
Other comprehensive income:
Items that may be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of foreign
operation (74) -
Items that may not be reclassified to profit or loss in
subsequent periods:
Revaluation of properties 110 -
OTHER COMPREHENSIVE INCOME FOR THE YEAR 36 -
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (109 756) (26 725)
Loss attributable to:
Owners of Renergen (110 273) (26 725)
Non-controlling interest 481 -
LOSS FOR THE YEAR (109 792) (26 725)
Total comprehensive loss attributable to:
Owners of Renergen (110 243) (26 725)
Non-controlling interest 487 -
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (109 756) (26 725)
Loss per ordinary share
Basic and diluted loss per share (cents) 12 (75.10) (19.86)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
The Consolidated Statement of Changes in Equity of the Group for the 12-month period ended 29 February 2024 is set out below:
Total equity
Foreign attributable Non-
Share-based currency Accumu- to equity controlling
Share payments Revaluation translation lated holders of interest
R'000 capital reserve reserve reserve profit/(loss) Renergen ("NCI") Total equity
BALANCE AT 28 FEBRUARY 2022 563 878 11 354 598 - (289 518) 286 312 - 286 312
Loss for the year - - - - (26 725) (26 725) - (26 725)
Total comprehensive loss for the year - - - - (26 725) (26 725) - (26 725)
Issue of shares 574 447 (533) - - - 573 914 - 573 914
Share issue costs (3 575) - - - - (3 575) - (3 575)
Share-based payments expense - 10 278 - - - 10 278 - 10 278
BALANCE AT 28 FEBRUARY 2023 1 134 750 21 099 598 - (316 243) 840 204 - 840 204
Loss for the year - - - - (110 273) (110 273) 481 (109 792)
Other comprehensive income for the
year - - 104 (74) - 30 6 36
Total comprehensive loss for the year - - 104 (74) (110 273) (110 243) 487 (109 756)
Sale of interest in Tetra4 - - - - 473 031 473 031 76 969 550 000
Issue of shares 35 309 (2 728) - - - 32 581 - 32 581
Share-based payments expense - 8 074 - - - 8 074 - 8 074
BALANCE AT 29 FEBRUARY 2024 1 170 059 26 445 702 (74) 46 515 1 243 647 77 456 1 321 103
Notes 8 6
CONSOLIDATED STATEMENT OF CASH FLOWS
The Consolidated Statement of Cash Flows of the Group for the 12- month period ended 29 February 2024
is set out below:
R'000 Notes 2024 2023
Cash flows used in operating activities (53 847) (70 596)
Cash used in operations 13 (64 700) (72 903)
Interest received 10 853 2 307
Cash flows used in investing activities (303 740) (440 781)
Investment in property, plant and equipment 2 (221 874) (352 448)
Disposal of property, plant and equipment - 55
Investment in intangible assets 3 (81 866) (88 388)
Cash flows from financing activities 773 717 470 925
Ordinary shares issued for cash 5 32 581 573 914
Share issue costs 5 (2 208) (1 367)
Proceeds from part-disposal of interest in Tetra4 6 550 000 -
Repayment of borrowings – capital 7 (105 245) (56 114)
Repayment of interest on borrowings 7 (69 999) (43 072)
Interest paid on leasing and other arrangements (3 683) (308)
Proceeds from borrowings 7 373 972 -
Payment of lease liabilities – capital (1 701) (2 128)
TOTAL CASH MOVEMENT FOR THE YEAR 416 130 (40 452)
Cash and cash equivalents at the beginning of the
year 4 55 705 95 088
Effects of exchange rate changes on cash and cash
equivalents (760) 1 069
TOTAL CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR 4 471 075 55 705
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
The consolidated financial statements for the year ended 29 February 2024 have been prepared in
accordance with the framework concepts, the recognition and measurement criteria of IFRS Accounting
Standards and in accordance with and containing the information required by the International
Accounting Standard 34: Interim Financial Reporting (IAS 34) as issued by the International Accounting
Standards Board (IASB), the South African Reporting Requirements, the ASX Listing Rules and the
requirements of the South African Companies Act of 2008, as amended. The consolidated financial
statements have been prepared on the historical cost basis except for land that is carried at a revalued
amount. Significant accounting policies applied in the preparation of the consolidated financial
statements are in terms of IFRS and are consistent with those applied in the previous consolidated
financial statements. Amendments to accounting standards and new accounting pronouncements which
came into effect for the first time during the financial year did not have a material impact on the Group.
These consolidated financial statements have been prepared on a going concern basis. The consolidated
financial statements are presented in South African Rand which is the Company's functional and
presentation currency. All monetary information is rounded to the nearest thousand (R'000), except
where otherwise stated.
JSE shareholders should note that this form does not meet the JSE reporting requirements as this
information is issued in line with the ASX Listing Rules. The extracted summarised consolidated financial
statements presented in this report have not been audited or reviewed by the Group's external auditor.
2. Property, plant and equipment
2024 2023
Accumu- Accumu-
lated lated
Cost or deprecia- Net book Cost or deprecia- Net book
R'000 valuation tion value valuation tion value
Assets under 1 284 461 - 1 284 461 1 342 450 - 1 342 450
construction
Development asset 238 962 (997) 237 965 - - -
Right-of-use asset – 12 684 (1 101) 11 583 - - -
head office building
Land – at revalued 3 600 - 3 600 3 473 - 3 473
amount
Plant and machinery 338 216 (24 446) 313 770 23 164 (13 504) 9 660
Furniture and fixtures 1 582 (982) 600 1 240 (846) 394
Motor vehicles 17 224 (4 458) 12 766 10 375 (1 924) 8 451
Office equipment 287 (162) 125 243 (135) 108
IT equipment 1 148 (986) 162 1 148 (772) 376
Right-of-use assets – 5 671 (3 475) 2 196 5 603 (2 488) 3 115
motor vehicles
Office building 2 065 (888) 1 177 2 065 (682) 1 383
Lease hold
improvements:
Office equipment 142 (142) - 142 (140) 2
Furniture and fixtures 10 321 (1 594) 8 727 3 064 (728) 2 336
TOTAL 1 916 363 (39 231) 1 877 132 1 392 967 (21 219) 1 371 748
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Property, plant and equipment (continued)
Environ-
mental At 29
At 1 March
2024 Revaluation Derecog- rehabilita- February
2023 Transfers2 Additions Depreciation
R'000 nition1 tion costs 2024
Assets under construction 1 342 450 - - (3 055) (322 062) 267 128 - 1 284 461
Development asset3 - - - - 238 962 - (997) 237 965
Right-of-use asset – head office building - - - - - 12 684 (1 101) 11 583
Land – at revalued amount 3 473 127 - - - - - 3 600
Plant and machinery 9 660 - - - 315 052 - (10 942) 313 770
Furniture and fixtures 394 - - - - 342 (136) 600
Motor vehicles 8 451 - - - 7 010 - (2 695) 12 766
Office equipment 108 - - - - 44 (27) 125
IT equipment 376 - - - - - (214) 162
Right-of-use assets – motor vehicles 3 115 - (915) - - 984 (988) 2 196
Office building 1 383 - - - - - (206) 1 177
Lease hold improvements:
Office equipment 2 - - - - - (2) -
Furniture and fixtures 2 336 - - - - 7 257 (866) 8 727
TOTAL 1 371 748 127 (915) (3 055) 238 962 288 439 (18 174) 1 877 132
1 – The Group derecognised a leased motor vehicle with a book value of R0.9 million which was stolen during the year.
2 – Plant and equipment and motor vehicles totalling R322.1 million were brought into use during the year under review resulting in transfers out of assets under construction to plant and equipment (R315.1 million) and motor vehicles (R7.0 million).
3 – Costs amounting to R239.0 million were transferred from exploration and development costs due to the commercial viability of the extraction of LNG being demonstrable.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Property, plant and equipment (continued)
Pledge of assets
Tetra4 concluded finance agreements with the DFC on 20 August 2019 and the IDC on 17 December 2021 (see
note 7). All assets under construction and the land are held as security for the debt under these agreements.
Pledged assets under construction and land have a carrying amount of R1.3 billion as at 29 February 2024 (2023:
R1.3 billion), representing 100% (2023: 100%) of each of these asset categories.
Additions and borrowing costs
Additions include foreign exchange differences attributable to the DFC loan and interest capitalised as part of
borrowing costs in line with the Group's policy. These costs and exchange differences were capitalised within
assets under construction. Additions also include non-cash additions to right-of-use assets. The Group's
borrowings are disclosed in note 7.
A reconciliation of additions to exclude the impact of capitalised borrowing costs (inclusive of foreign exchange
differences) and non-cash additions to right-of-use assets is provided below:
R'000 2024 2023
Additions as shown above 288 439 610 667
Capitalised interest attributable to the DFC loan (note 7) (32 927) (38 846)
Unrealised foreign exchange losses attributable to the DFC loan (note 7) (16 548) (120 290)
Capitalised interest attributable to the IDC loan (note 7) (23 398) (23 950)
Capitalised interest attributable to the SBSA bridge loan (note 7) (30 798) -
Capitalised interest attributable to the AIRSOL debentures (note 7) (3 648) -
Net movement in accruals attributable to assets under construction 54 422 (74 057)
Non-cash additions to right-of-use assets (13 668) (1 076)
Additions as reflected in the cash flow statement 221 874 352 448
Capital commitments
Capital commitments attributable to assets under construction are disclosed in note 14.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. Intangible assets
2024 2023
Accumulated Accumulated
amortisation amortisation
and Net book and
R'000 Cost impairment value Cost impairment Cost
Acquired intangible
assets
Exploration and 56 031 (32) 55 999 217 459 (32) 217 427
development costs
Computer software 9 568 (3 907) 5 661 6 647 (1 373) 5 274
Internally developed
intangible assets
Development costs – 17 070 - 17 070 15 666 - 15 666
Cryo-VaccTM
Development costs –
Helium Tokens System 3 482 - 3 482 3 475 - 3 475
TOTAL 86 151 (3 939) 82 212 243 247 (1 405) 241 842
Additions
At 1 Additions – At 29
– separa- 1
March internally Transfers Amorti- February
tely
2023 developed sation 2024
2024 acquired
R'000
Exploration and development costs 217 427 77 534 - (238 962) - 55 999
Computer software 5 274 2 921 - (2 534) 5 661
Development costs – Cryo- 15 666 - 1 404 - - 17 070
VaccTM
Development costs – Helium 3 475 - 7 - - 3 482
Tokens System
TOTAL 241 842 80 455 1 411 (238 962) (2 534) 82 212
1- Costs amounting to R239.0 million were transferred to property, plant and equipment due to the commercial viability of the extraction of LNG being demonstrable.
Impairment of exploration and development costs
A Reserve and Resource Evaluation Report ("Evaluation Report") was completed as at 28 February 2023 by
Sproule Incorporated ("Sproule"), an independent sub-surface consultancy based in Calgary, Canada (report was
completed and issued in August 2023). The evaluation was both an engineering and an economic update, based
on technical and economic data supplied by Tetra4, and has an effective date of 28 February 2023. Material
changes to this Evaluation Report compared to the last one completed in 2021 were reservoir category changes;
updates to capital expenditure and operating costs, currency exchange rates and methane and helium prices;
and updates to the field development plan. The impairment assessment as at 29 February 2024 is based on the
Evaluation Report (as at 28 February 2023), and management has not obtained an updated evaluation report
due to the available headroom.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. Intangible assets (continued)
The independent Reserve and Resource estimates and associated economics contained in the Evaluation Report
were prepared in accordance with SEC rules and guidance as well as generally accepted geoscience and
petroleum engineering and evaluation principles. Proved Plus Probable Helium and Methane Reserves ("2P Gas
Reserves") measured at 372.9 billion cubic feet ("BCF") as at 28 February 2023 (2021: 420.5 BCF) with a net
present value of R42.12 billion (2021: R31.0 billion).
The net present value above equates to the recoverable amount which was determined using value-in-use
calculations were future estimated cash flows attributable to the 2P Gas Reserves were discounted at 10% (2021:
15%). In order to determine whether the Group's exploration and evaluation assets were impaired as at
29 February 2024 the carrying amount of these assets of R56.0 million (2023: R217.4 million) was compared to
the recoverable amount of R42.12 billion (2023: R31.0 billion) which resulted in no impairment charge being
recognised for the year under review (2023: Rnil).
Management concluded that the impairment assessment is not sensitive to a change in the recoverable amount
or other factors due to the significant headroom of R42.06 billion (2023: R30.8 billion), being the difference
between the carrying amount of exploration and evaluation assets of R56.0 million (2023: R217.4 million) and
their recoverable amount of R42.12 billion (2023: R31.0 billion).
The recoverable amount of R42.12 billion (2023: R31.0 billion) was determined from value-in-use calculations
based on cash flow projections from formally approved budgets covering a fifteen-year period from
commencement of operations, which takes into account the life of the VGP. The key assumptions used include:
(i) estimated future production based on 2P Gas Reserves accordingly probability weighted, (ii) hydrocarbon
prices estimated to be reasonable using empirical data, current prices and prices used in making its exploration
and development decisions, and (iii) future operating and development costs as estimated by the Tetra4 and
reviewed for reasonableness by Sproule.
Methane prices A methane price of R357/Mmbtu which was held constant over the life of the
project (2023: R250/Mmbtu which was escalated at the South African CPI of
3.2%/year (as reported in the March 2021 StatsSA Statistical Survey) and was
held constant once the initial price had doubled).
Helium prices The initial helium price of R5 904/Mcf which was held constant over the life of
the project (2023: R3 555/Mcf (US$237/Mcf) was escalated at the average US
CPI of 2.4%/year and was held constant once the initial price had doubled).
Discount rate 10% (2023: 15%). The discount rate was aligned with that used by other market
participants in the USA where the Company intends to complete the Nasdaq
IPO, previously prepared in accordance with the Society of Petroleum
Engineers (SPE), Petroleum Resources Management (PRMS) guidance.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
4. Cash and cash equivalents
Cash and cash equivalents consist of:
R'000 2024 2023
Cash at banks and on hand 24 711 17 301
Short-term deposits 446 364 38 404
TOTAL 471 075 55 705
Cash at banks earns interest at floating rates. Short-term deposits are made for varying periods depending on the
immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. Included
in cash at banks and on hand is R0.3 million (2023: R5.8 million) denominated in Australian Dollars. The amounts
denominated in US Dollars at 29 February 2024 are immaterial (2023: immaterial). The Group banks with financial
institutions with a ba2 Moody's standalone credit rating.
5. Stated capital
2024 2023
Authorised number of shares '000 '000
500 000 000 no par value shares 500 000 500 000
Reconciliation of number of shares issued:
Balance at 1 March 144 748 123 934
Issue of shares – ordinary shares issued for cash 2 580 20 777
Issue of shares – share incentive scheme, non-cash 201 37
BALANCE AT 29/28 FEBRUARY 147 529 144 748
Reconciliation of issued stated capital: R'000 R'000
Balance at 1 March 1 134 750 563 878
Issue of shares 35 309 574 447
Issue of shares – ordinary shares issued for cash 32 581 573 914
Issue of shares – share incentive scheme, non-cash 2 728 533
Share issue costs 1 - (3 575)
BALANCE AT 29/28 FEBRUARY 1 170 059 1 134 750
1 Share issue costs paid as at 28 February 2023 totalled R1.4 million as presented in the statement of cash flows and the remaining amount of R2.2 million was unpaid at year
end (paid in the current financial year).
Shares issued for cash during the year under review comprise:
Number of Value of
2024 shares issued Issue price shares issued
Nature Date '000 Rand R'0002
Issue of shares on the Johannesburg
Stock Exchange 17 May 2023 545 18.30 10 000
Exercise of options3 Various 2 035 11.10 22 581
Total 2 580 32 581
2
- The value of shares issued is impacted by rounding.
3
- Issue price represents the average exercise price of the options exercised during the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. Non-controlling interest
Tetra4, a 94.5% owned subsidiary of the Company (as at 29 February 2024), has a material NCI. Tetra4 is the only
subsidiary of the Company with a NCI.
On 27 February 2024, the Company disposed of a 2.85% interest in Tetra4 to MGE. The fair value of the
consideration received was R285.0 million. On the same day, MGE acquired a further 2.65% interest in Tetra4 by
subscribing for shares in Tetra4 for R265.0 million (fair value of consideration). The carrying amount of Tetra4's
net assets on the 27 February 2024 was R1 399.4 million. The net assets attributable to a 5.5% interest on that
date amounted to R77.0 million. Accordingly, the Group recognised an increase in NCI of R77.0 million and an
increase in equity attributable to equity holders of Renergen amounting to R473.0 million.
Tetra4's summarised financial information, before intra-group eliminations, is presented below together with
amounts attributable to NCI.
R'000 2024
Summarised statement of profit or loss and other comprehensive loss (100%)
Revenue 28 952
Cost of sales (18 885)
Gross profit 10 067
Other operating income 9 778
Share-based payments expense (1 767)
Other operating expenses (109 787)
Operating loss (91 709)
Interest income 9 074
Interest expense and imputed interest (21 697)
Taxation 33 335
Loss for the year (70 997)
Other comprehensive loss for the year -
Total comprehensive loss for the year (70 997)
Summarised statement of financial position (100%)
Non-current assets 2 064 920
Current assets 309 423
Non-current liabilities (805 632)
Current liabilities (145 511)
Summarised cash flows (100%)
Cash flows used in operating activities (27 116)
Cash flows used in investing activities (295 077)
Cash flows generated from financing activities 470 219
Net increase in cash and cash equivalents 148 026
Tetra4 did not declare a dividend during the year under review (2023: Rnil). Tetra4's operations are included
under the Tetra4 segment (see note 8).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
6. Non-controlling interest (continued)
The comprehensive loss attributed to the NCI is outlined below:
Total
comprehensive
income
NCI in allocated to Accumulated
subsidiary NCI NCI
2024 % R'000 R'000
Tetra4 5.5 (487) 77 456
7. Borrowings
R'000 2024 2023
Non-current liabilities at amortised cost 748 659 806 558
Molopo Energy Limited ("Molopo") 46 960 51 036
DFC 540 957 598 394
IDC 160 742 157 128
Current liabilities at amortised cost 487 470 104 457
DFC 83 224 79 786
IDC 12 695 24 671
SBSA 333 798 -
AIRSOL 57 753 -
Total 1 236 129 911 015
The movement in borrowings for the year under review is as follows:
Non-cash movements Cash movements
At 1 Re- Foreign Repay- Repay- At 29
March measure exchange Addi- ments- ments- February
R'000 2023 ment4 Interest1 losses2 tions capital3 interest3 2024
Molopo 51 036 (9 571) 5 495 - - - - 46 960
DFC 678 180 - 38 933 27 884 - (81 883) (38 933) 624 181
IDC 181 799 - 27 189 - - (8 362) (27 189) 173 437
MaxiCon-
cepts - - 229 - 15 000 (15 000) (229) -
SBSA - - 30 798 - 303 000 - - 333 798
AIRSOL - - 3 648 1 781 55 972 - (3 648) 57 753
Total 911 015 (9 571) 106 292 29 665 373 972 (105 245) (69 999) 1 236 129
1 Interest on the Molopo loan is imputed interest representing the unwinding of the discount applied on initial recognition of the loan. The Group capitalises interest which qualifies as
borrowing costs attributable to the construction of qualifying assets. The interest presented above will therefore not correspond to amounts shown within the additions reconciliation for
cash flow purposes as shown in note 2.
2 Foreign exchange losses reflect the impact of the weakening of the Rand against the US Dollar. Qualifying foreign exchange losses amounting to R16.5 million were capitalised to assets
under construction within PPE (see note 2). Foreign exchange losses presented above therefore will not correspond to amounts shown within the additions reconciliation for cash flow
statement purposes as shown in note 2.
3 Repayments of capital, interest and fees attributable to the DFC loan, IDC loan, MaxiConcepts loan and AIRSOL debentures are in line with loan terms. The Group shows repayments of
interest under financing activities.
4 The remeasurement arose due to a change in the determination of the loan repayment date. The gain on remeasurement of this financial liability was recognised in other income in the
statement of profit or loss and other comprehensive loss.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Borrowings (continued)
Molopo
Tetra4 entered into a R50.0 million loan agreement with Molopo on 11 May 2014. The loan term is for a period
of 10 financial years and 6 months commencing on 1 July 2014 (repayable on 31 August 2024). During this period,
the loan is unsecured and is interest free.
From the period commencing 1 September 2024, to the extent that the loan has not been repaid, it will accrue
interest at the prime lending rate plus 2% and will still be unsecured. The loan is repayable based on amount
equivalent to 36% of Tetra4's distributable profits. It is not expected that the loan will be repaid in the next 12
months given the unavailability of distributable profits based on Tetra4's most recent forecasts. As such, the loan
is classified as long term. The loan is recognised at its present value and interest which represents the unwinding
of the discount recognised on initial recognition of the loan is included in profit and loss and amounted to
R4.0 million for the year (at an average rate of 12.75%) (2023: R4.3 million (at an average rate of 10.88%)). The
Molopo loan outstanding on 29 February 2024 amounted to R47.0 million (2023: R51.0 million).
DFC
Tetra4 entered into a US$40.0 million finance agreement with the DFC on 20 August 2019 ("Facility Agreement").
The first draw down of US$20.0 million took place in September 2019, the second draw down of US$12.5 million
in June 2020 and the final drawdown of US$7.5 million on 28 September 2021. Tetra4 shall repay the loan in
equal quarterly instalments of US$1.08 million (R20.8 million using the rate at 29 February 2024) on each
payment date which began on 1 August 2022 and ending on 15 August 2031. The loan is secured by a pledge of
the Group's assets under construction (see note 2), land and the Debt Service Reserve Account.
Interest
The first drawdown of $20.0 million attracts interest of 2.11% per annum. Interest on the second and final
drawdowns is 1.49% and 1.24% per annum, respectively.
Interest is payable by Tetra4 to the DFC quarterly on 15 February, 15 May, 15 August and 15 November of each
year (Repayment Dates) for the duration of the loan. Qualifying interest attributable to assets under construction,
within property, plant and equipment, is capitalised in line with the Group policy. Interest paid during the year
totalled US$0.6 million (R11.7 million) (2023: US$0.7 million (R11.7 million)).
Guaranty fee
AA guarantee fee of 4% per annum is payable by Tetra4 to the DFC on any outstanding loan balance. The guaranty
fee is payable quarterly on the Repayment Dates. Tetra4 paid guaranty fees totalling US$1.4 million (R26.6
million) during the year under review (2023: US$1.6 million (R26.6 million)).
Commitment fees
A commitment fee of 0.5% per annum is payable by Tetra4 to the DFC on any undisbursed amounts under the
Facility Agreement. Commitment fees were payable quarterly on the Repayment Dates. Tetra4 did not pay any
commitment fees as there were no undrawn amounts during the year under review. (2023: Rnil).
Facility fee
A once-off facility fee of US$0.4 million (2023: R4.8 million) was paid by Tetra4 to the DFC prior to is first
drawdown on 26 September 2019.
Maintenance fee
An annual maintenance fee of US$0.04 million is payable by Tetra4 to the DFC for the duration of the loan term
and is payable on 15 November of each year (commenced on 15 November 2020). The maintenance fee covers
administrative costs relating to the loan. Tetra4 paid maintenance fees amounting to US$0.04 million (2023: R0.7
million) during the year under review (2023: US$0.04 million (R0.6 million)).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Borrowings (continued)
Debt covenants
The following debt covenants apply to the DFC loan:
a) Tetra4 is required to maintain at all times i) a ratio of all interest-bearing Debt to EBITDA of not more than
3.0 to 1; (ii) a ratio of Current Assets to Current Liabilities of not less than 1 to 1; and (iii) a Reserve Tail Ratio
of not less than 25%.
b) Tetra4 is required to maintain at all times (i) a ratio of Cash Flow for the most recently completed four
consecutive full fiscal quarters, taken as a single accounting period, to Debt Service for the most recently
completed four consecutive full fiscal quarters, taken as a single accounting period, of not less than 1.30 to
1; and (ii) a ratio of Cash Flow for the most recently completed four (4) consecutive full fiscal quarters, taken
as a single accounting period, to Debt Service for the next succeeding four consecutive full fiscal quarters of
not less than 1.3 to 1.
c) Tetra4 is required to ensure that the Debt Service Reserve Account is funded in the aggregate of all amounts
due to the DFC within the next 6 months.
The covenants in a) and b) will apply from 15 August 2025. The Group has complied with the covenant under c)
above for the year under review and believes that it will be able to comply with the covenants throughout the
tenure of the loan.
"Reserve Tail Ratio" means for any calculation date, the quotient obtained by dividing (a) all of the Borrower's
remaining Proved Reserves as of such calculation date by (b) all of the Borrower's Proved Reserves as of the
date of this Agreement.
IDC
Tetra4 entered into a R160.7 million loan agreement with the IDC on 17 December 2021. An amount of
R158.8 million was drawn down on 22 December 2021 and is repayable in 102 equal monthly payments which
commenced in July 2023. The loan terms included a 12-month interest capitalisation and an 18-month capital
repayment moratorium. The loan accrues interest at the prime lending rate plus 3.5% (15.25% on 29 February
2024) and is secured by a pledge of the Group's assets under construction (see note 2), land and the Debt Service
Reserve Account. The IDC loan outstanding on 29 February 2024 amounted to R173.4 million (2023: R181.8
million) and interest accrued during the year amounted to R27.2 million (2023: R24.0 million). Qualifying
interest attributable to assets under construction, within property, plant and equipment, is capitalised in line
with the policy of the Group.
The following debt covenants apply to the IDC loan.
a) Tetra4 is required to maintain the following the same financial and reserve tail ratios, and a Debt Service
Reserve Account as mentioned under the DFC loan.
b) In addition, Tetra4 shall not make any shareholder dividend distribution, repay any shareholders' loans
and/or pay any interest on shareholders' loans or make any payments whatsoever to its shareholders
without the IDC's prior written consent, if:
i. Tetra4 is in breach of any term of the loan agreement; or
ii. the making of such payment would result in a breach of any one or more of the financial ratios above.
The covenants in a) relating to the financial and reserve tail ratios will apply from 15 August 2025. The Group
has complied with the covenant under b) above for the year under review and believes that it will be able to
comply with the covenants throughout the tenure of the loan. The Group maintains a Debt Service Reserve
Account with respect to the IDC loan.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Borrowings (continued)
SBSA Bridge loan
Renergen entered into a R303.0 million secured bridge loan facility agreement with SBSA on 30 June 2023
("SBSA Bridge Loan"). The SBSA Bridge Loan was fully drawn by Renergen on 30 June 2023 and proceeds were
used to fund expansionary capital expenditure for the VGP. Part of the proceeds of the SBSA Bridge Loan were
also used to pay transaction costs attributable to the loan arrangement.
The loan is repayable on or before 30 June 2025 and accrues interest at a rate equivalent to JIBAR plus a
variable margin (JIBAR plus the variable margin equated to 15.4% on 29 February 2024). Interest is
compounded and capitalised quarterly to the principal amount owing. Early settlement of the SBSA Bridge
Loan before 30 June 2025 will become due on the earlier of the receipt of proceeds from either the Nasdaq
IPO of Renergen or when the Project Investor Agreement ("PIA") becomes unconditional and Tetra4 has
received funds due under the PIA. The PIA sets out terms and conditions for the acquisition of shares in Tetra4
by a selected investor.
The SBSA Bridge Loan is secured by a third ranking pledge of Tetra4's assets under construction, land, the global
business account and shares held by Renergen in Tetra4. The SBSA Bridge Loan outstanding on 29 February
2024 amounted to R333.8 million and interest accrued during the year amounted to R30.8 million. Qualifying
interest is capitalised to assets under construction, within property, plant and equipment, in line with the
Group policy.
The loan has been classified as short term as the PIA has become unconditional and Renergen and Tetra4 have
received the funds due under the PIA.
AIRSOL Unsecured Convertible Debentures
Renergen entered into a US$7.0 million unsecured convertible debenture subscription agreement
("Subscription Agreement") with AIRSOL, an Italian wholly-owned subsidiary of SOL S.p.A, on 30 August 2023
for the subscription by AIRSOL for Renergen debentures in two tranches of US$3.0 million ("Tranche 1") and
US$4.0 million ("Tranche 2"). Tranche 1 proceeds were received on 30 August 2023 and AIRSOL will subscribe
for Tranche 2 when the terms of the PIA have become unconditional and Tetra4 has received funds due under
the PIA. This transaction is linked to the Nasdaq IPO.
The debentures have a maturity date of 28 February 2025 and accrue interest at a rate of 13% per annum,
calculated and compounded semi-annually on the outstanding principal amount. Interest is payable on
28 February and 31 August of each year during the term of the debentures.
On maturity, the debentures can be settled in cash or converted to shares in Renergen at a conversion rate to
be determined by dividing the outstanding principal amount by the conversion price. The conversion price has
been agreed as follows:
• If the Nasdaq IPO has not been completed before the maturity date of the debentures, the conversion
price will be 90% of the 30-day volume weighted average traded price of Renergen shares on the
Johannesburg Stock Exchange.
• If the Nasdaq IPO has occurred before the maturity date of the debentures, and the shares to be issued
are Renergen shares admitted to trading on the JSE, the conversion price with be 90% of the Rand
equivalent of the deemed US$ price per share applicable in the IPO.
• If the Nasdaq IPO has occurred before the maturity date of the debentures, and the shares to be issued
are Renergen American Depositary Shares ("ADSs"), the conversion price with be 90% of the Rand
equivalent of the US$ issue price per ADS.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Borrowings (continued)
Tranche 1 debentures outstanding on 29 February 2024 amounted to US$3 million (R57.8 million) and interest
accrued during the year amounted to US$0.2 million (R3.6 million). The debentures have been classified as
short term as they have a maturity date of 28 February 2025.
The carrying values of the Molopo, IDC, DFC, SBSA and AIRSOL loans closely approximate fair values.
8. Segmental analysis
The Group has identified reportable segments that are used by the Group Executive Committee (chief operating
decision-maker) to make key operating decisions, allocate resources and assess performance. For management
purposes the Group is organised and analysed as follows:
Corporate head office
Corporate head office is a segment where all investment decisions are made. Renergen is an investment holding
company focussed on investing in prospective green projects. Green projects entail pursuing knowledge and
practices that can lead to more environmentally friendly and ecologically responsible decisions and lifestyles
which can help protect the environment and sustain its natural resources for current and future generations.
Tetra4
Tetra4 explores, produces and sells LNG and will also be producing and selling LHe once the helium plant has
been commissioned. Up until September 2022, Tetra4 also sold compressed natural gas locally. It operates in
the Gauteng Province, Free State Province and Mpumalanga Province in the town of Evander. Tetra4's current
customer base is in South Africa.
Cryovation
Cryovation developed the ground-breaking Cryo-VaccTM technology, which enables the safe transportation of
vaccines and biologics at extremely low temperatures without the need for electrical power. The Cryovation
business model is undergoing refinement and further development with insights from experts from various
fields with the intention of exploring several modifications that will improve the overall concept and operational
performance to enhance its appeal for the more niche biologics and gene-therapy market internationally.
Renergen US
Renergen US was incorporated on 16 August 2022 and assists with various fund raising and business
development activities of the Group in the US market. Renergen US commenced operations in the current year
was dormant in the prior year.
With the exception of Renergen US which carries out its operations in the United States of America ("USA"), all
of the Group's segments are in South Africa. Therefore, no additional geographical information is provided. All
sales of the Group are made by Tetra4 to two South African customers (2023: two customers (three up until
September 2022)).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Segmental analysis (continued)
The analysis of reportable segments as at 29 February 2024 is set out below:
Corporate
2024
Head Office
R'000 Tetra4 Cryovation Renergen US Total Eliminations Consolidated
Revenue - 28 952 - - 28 952 - 28 952
External - 28 952 - - 28 952 - 28 952
Depreciation and amortisation (1 991) (17 978) - - (19 969) - (19 969)
Share-based payment expenses (6 275) (1 767) (32) - (8 074) - (8 074)
Employee costs (6 597) (16 676) (967) (1 441) (25 681) - (25 681)
Consulting and advisory fees (7 692) (3 910) (80) (82) (11 764) - (11 764)
Listing costs (1 979) - - - (1 979) - (1 979)
Computer and IT expenses (291) (5 118) (1) - (5 410) - (5 410)
Marketing and advertising (3 842) (602) - (62) (4 506) - (4 506)
Legal and professional fees (3 300) (2 510) (50) - (5 860) - (5 860)
Security - (7 459) - - (7 459) - (7 459)
Selling and distribution expenses - (7 910) - - (7 910) - (7 910)
Repairs and maintenance - (17 022) - - (17 022) - (17 022)
Net foreign exchange losses (2 998) (11 732) - - (14 730) - (14 730)
Interest income 1 817 9 074 - - 10 891 (38) 10 853
Imputed interest - (5 495) - - (5 495) - (5 495)
Interest expense (1 088) (16 202) - - (17 290) 38 (17 252)
Taxation 3 864 33 335 - - 37 199 - 37 199
LOSS FOR THE YEAR (36 051) (70 997) (1 092) (1 652) (109 792) - (109 792)
TOTAL ASSETS 2 129 216 2 374 343 16 818 5 117 4 525 494 (1 816 367) 2 709 127
TOTAL LIABILITIES (438 246) (951 143) (5 704) (1 848) (1 396 941) 8 917 (1 388 024)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Segmental analysis (continued)
Corporate
2023 Head
R'000 Office Tetra4 Cryovation Total Eliminations Consolidated
Revenue - 12 687 - 12 687 - 12 687
External - 12 687 - 12 687 - 12 687
Depreciation and amortisation (194) (5 218) - (5 412) - (5 412)
Share-based payment expenses (7 905) (2 373) - (10 278) - (10 278)
Employee costs1 (8 555) 5 712 - (2 843) - (2 843)
Consulting and advisory fees (2 151) (2 787) (81) (5 019) - (5 019)
Listing costs (2 769) - - (2 769) - (2 769)
Computer and IT expenses (49) (3 751) (1) (3 801) - (3 801)
Marketing and advertising (684) (3 082) - (3 766) - (3 766)
Legal and professional fees (1 822) (1 651) - (3 473) - (3 473)
Net foreign exchange gains 818 8 751 - 9 569 - 9 569
Interest income 1 422 2 253 - 3 675 - 3 675
Imputed interest - (4 275) - (4 275) - (4 275)
Interest expense (5) (303) - (308) - (308)
Taxation (235) 9 942 - 9 707 - 9 707
LOSS FOR THE YEAR (25 513) (1 040) (172) (26 725) - (26 725)
TOTAL ASSETS 1 716 294 1 853 584 15 520 3 585 398 (1 684 517) 1 900 881
TOTAL LIABILITIES (29 928) (2 069 626) (3 284) (2 102 838) 1 042 161 (1 060 677)
1
Tetra4 employee costs impacted by the reversal of payroll related accruals.
The disaggregation of revenue by customer for the year ended 29 February 2024 is as follows:
• Customer A: R26.3 million or 90.7% (2023: R8.4 million or 66.1%);
• Customer B: R2.5 million or 8.6% (2023: R2.7 million or 21.3%); and
• Customer C: R0.2 million or 0.7% (2023: Rnil).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Segmental analysis (continued)
Therefore R28.8 million or 99.3% (2023: R11.1 million or 87.4%) of the Group's revenue depended on the sales of
LNG to two customers. This revenue is reported under the Tetra4 operating segment.
Inter-segment balances are eliminated upon consolidation and are reflected in the 'eliminations' column.
There are no inter-segment revenues. The nature of the Group's revenue and its disaggregation are provided
in note 9.
9. Revenue
R'000 2024 2023
REVENUE FROM CONTRACTS WITH CUSTOMERS
Sale of CNG - 1 550
Sale of LNG 28 952 11 137
Total 28 952 12 687
All of the Group's revenue is recognised when products are delivered to the destination specified by the customer
and the customer has gained control of the products through their ability to direct the use of and obtain
substantially all the benefits from the products.
Tetra4 commenced sales of LNG in September 2022 and at the same time ceased its CNG operations to focus on
its core LNG and LHe operations.
This note should be read together with note 8 which provides details on the concentration of revenue.
10. Other operating expenses
R'000 2024 2023
Consulting and advisory fees1 11 764 5 019
Listing costs 1 979 2 769
Employee costs2 25 681 2 843
Pension costs – defined contribution plans 1 031 -
Depreciation and amortisation3 18 447 2 977
Computer and IT expenses 5 410 3 801
Security4 7 459 322
Selling and distribution expense5 7 910 1 455
Marketing and advertising 4 506 3 766
Net foreign exchange losses6 14 730 -
Loss on derecognition of leasing arrangement 74 -
Loss on remeasurement of finance lease receivables 11 -
Insurance 3 643 1 245
Travel and accommodation 2 388 779
Repairs and maintenance7 17 022 384
Office expenses 4 343 2 969
Health and safety 3 848 1 331
Legal and professional fees 5 860 3 473
Other operating costs 5 822 4 335
Directors fees – Non-executive 2 793 2 161
Executive directors' remuneration8 2 147 3 250
146 868 42 879
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Other operating expenses (continued)
1 Increase attributable to public relations marketing and preparation for the Nasdaq listing.
2 Excludes employee costs amounting to R1.7 million (2023: R0.5 million) attributable to the processing of gas sold which are included in cost of sales. A reduction in capitalised
employee costs is reflected in the increase in employee costs recorded in operating expenses.
3 The depreciation reconciliation is provided in note 13.
4 A reduction in capitalised security costs is reflected in the increase in security costs recorded in operating expenses.
5 Increase attributable to increased LNG operations relative to the prior year.
6 A reduction in capitalised exchange differences is reflected in the increase in net foreign exchange losses recorded in operating expenses.
7 Increase attributable to repairs of the primary mixed refrigerant compressors and the helium cold box.
8 Directors fees amounting to R15.2 million (2023: R13.0 million) were capitalised to assets under construction (note 2) during the year under review.
11. Taxation
11.1 Income tax expense
R'000 2024 2023
MAJOR COMPONENTS OF THE TAX INCOME
Deferred
Originating and reversing temporary differences 37 199 9 707
Total 37 199 9 707
RECONCILIATION OF EFFECTIVE TAX RATE
Accounting loss before taxation (146 991) (36 432)
Tax at the applicable tax rate of 27% (2023: 27%) 39 688 10 201
Tax effect of:
Non-deductible expenses
- Share-based payments (2 180) (2 869)
- Imputed interest expense 144 (1 197)
- Penalties (46) -
- Bursaries (295) (29)
Current year losses for which no deferred tax asset has been recognised (25 544) (22 762)
Special oil and gas allowances 25 303 24 093
Increase in rehabilitation guarantee 132 2 485
Other (3) -
Effect of change in tax rate - (215)
Total 37 199 9 707
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
11.2 Deferred taxation
At 1 Recognised At 29 Deferred
March in profit or February Deferred tax
R'000 2023 loss 2024 tax asset liability
Property, plant and equipment (186 700) (119 023) (305 723) - (305 723)
Intangible assets (41 473) 43 562 2 089 2 089 -
Lease liabilities (223) 106 (117) - (117)
Finance lease receivables (1 827) (1 202) (3 029) - (3 029)
Provisions 12 773 216 12 989 12 989 -
Deferred revenue 4 075 176 4 251 4 251 -
S24c allowance (future expenditure) (716) - (716) - (716)
Unutilised tax losses 267 327 113 364 380 691 380 691 -
Total 53 236 37 199 90 435 400 020 (309 585)
The losses incurred by the Group are mainly attributable to its subsidiary, Tetra4. Phase 1 of the plant is now
operating at approximately 48% nameplate and Tetra4 is producing and selling LNG under long-term
contracts.
As at 29 February 2024 the Group recognised a deferred tax asset attributable to estimated tax losses
totalling R1 410.0 million (2023: R990.1 million). These tax losses do not expire unless the tax entity
concerned ceases to operate for a period longer than a year. The tax losses are available to be offset against
future taxable profits. For tax years ending on or after 31 March 2023, companies with assessed losses will
be entitled to set off a maximum of 80% of their assessed losses (subject to a minimum of R1.0 million)
against taxable income in a specific year. Tax losses for which no deferred tax asset was recognised as at 29
February 2024 totalled R529.9 million (2023: R460.7 million). A Group net deferred taxation asset of R90.4
million (2023: R53.2 million) has been recognised as it is estimated that future profits will be available against
which the assessed losses can be utilised based on the latest financial projections prepared by management.
These projections reflect expected profits from the sale of LNG, LHe and the leasing of storage and related
infrastructure to customers under 8 year contracts which came into effect during the prior year. Expected
future profits (based on forecasts to 2037) underpin the valuation of the exploration and development assets
amounting to R42.12 billion (2023: R31.0 billion) (see note 3).
12. Loss per share
2024 2023
Cents Cents
Basic and diluted (75.10) (19.86)
R'000 R'000
Loss attributed to equity holders of Renergen used in the calculation of (110 273) (26 725)
basic and diluted loss per share
000's 000's
Weighted average number of ordinary shares used in the calculation of 146 833 134 536
basic loss per share:
Issued shares at the beginning of the year 144 748 123 934
Effect of shares issued during the year (weighted) 2 085 10 602
Weighted average number of ordinary shares used in the calculation of
diluted loss per share 146 833 134 536
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. Loss per share (continued)
The share options and bonus scheme shares have not been included in the weighted average number of shares
used to calculate the diluted loss per share or the diluted headline loss per share as they are anti-dilutive. These
options are anti-dilutive because of the loss position of the Group.
2024 2023
Headline loss per share Cents Cents
Basic and diluted (75.07) (19.89)
Reconciliation of headline loss R'000 R'000
Loss attributed to equity holders of Renergen (110 273) (26 725)
Profit on disposal of property, plant and equipment - (55)
Loss on derecognition of leasing arrangement 74 -
Adjustments attributable to NCI (4) -
Tax effect (19) 15
Headline loss (110 222) (26 765)
The headline loss has been calculated in accordance with Circular 1/2023 issued by the South African Institute
of Chartered Accountants.
13. Cash used in operations
R'000 2024 2023
Loss before taxation (146 991) (36 432)
Cash adjustments:
Interest income – cash and cash equivalents (5 107) (2 307)
Interest income – finance lease receivables (5 746) -
Interest expense – suppliers and other 2 685 6
Movement in restricted cash (12 556) (53 992)
Interest expense – borrowings 10 026 -
Interest expense – leasing arrangements 998 302
Non-cash adjustments:
Interest income – finance lease receivables - (1 368)
Imputed interest – borrowings 5 495 4 275
Imputed interest – rehabilitation provision 3 543 -
1
Depreciation and amortisation 20 708 5 412
Share-based payments expense 8 074 10 278
Selling profit on finance lease receivables - (3 924)
Loss on lease remeasurement 11 -
Profit on disposal of property, plant and equipment - (55)
Loss on derecognition of leasing arrangement 74 -
Gain on remeasurement of financial liability (9 571) -
Reversal of audit fee accrual (100) -
Increase in Non-executive Directors' fees accrual 474 -
Increase in leave pay accrual 906 138
Increase in bonus accrual - 1 877
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
13. Cash used in operations (continued)
R'000 2024 2023
Effects of exchange rate changes on cash and cash equivalents
Net foreign exchange gains 17 482 (933)
Changes in working capital:
Inventory (1 926) (147)
Deferred revenue - 14 956
Finance lease receivables 5 600 1 042
Trade and other receivables (6 095) (4 462)
Trade and other payables 47 316 (7 569)
Cash used in operations (64 700) (72 903)
1
A reconciliation of the depreciation and amortisation charges of the Group is provided below.
Depreciation and amortisation comprises:
Notes 2024 2023
Depreciation of property, plant and equipment 2 18 174 4 843
Amortisation of intangible assets 3 2 534 569
Depreciation and amortisation as shown above 20 708 5 412
Depreciation and amortisation is recorded within these line items in the statement of profit or loss and other
comprehensive loss:
Notes 2024 2023
Operating expenses 19 186 2 977
Depreciation and amortisation 10 18 447 2 977
Repairs and maintenance 10 739 -
Cost of sales 1 522 2 435
Depreciation and amortisation as shown above 20 708 5 412
14. Contingent liabilities and commitments
Contingent liabilities
There are no contingent liabilities as at 29 February 2024 (2023: nil) attributable to any of the Group companies.
Commitments
2024 Contractual
R'000 Spent to date commitments Total approved
Capital equipment, construction and drilling costs 349 175 122 451 471 626
TOTAL 349 175 122 451 471 626
The Board approved total project costs amounting to R1.7 billion (2023: R1.5 billion) relating to the construction
of the Virginia Gas Plant. At 29 February 2024 the Group had contractual commitments totalling R122.5 million
(2023: R56.4 million) for the procurement of capital equipment. As at the end of the reporting period there were
no other material contractual commitments to acquire capital equipment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. Events after the reporting period
SBSA Bridge Loan
On 18 March 2024, Renergen settled in full the SBSA bridge loan (note 7).
Unsecured Convertible Debentures
On 18 March 2024, AIRSOL subscribed for the Tranche 2 debentures (see note 7) and Renergen received US$4.0
million.
Change in directors
On 11 April 2024 Renergen announced the resignation of Thembisa Skweyiya with effect from 10 April 2024. The
Company also announced the retirement of Luigi Matteucci with effect from the Company's next annual general
meeting scheduled for 30 May 2024.
16. Going concern
The financial statements presented have been prepared on a going concern basis, which assumes the Group will
be able to discharge its liabilities as they fall due. The Group regularly monitors its liquidity position as part of its
ongoing risk management programme. In conducting its most recent going concern assessment:
• The Group has considered the period up to 30 April 2025 ("Assessment Period") as it has assessed that
key funding initiatives will be concluded during this period.
• The Group has reviewed its cash flow projections for the Assessment Period ("Cash Forecast") and has
performed stress testing of the base case projections. The stress case scenarios include downward
variations in the selling prices of LNG and helium (20%), delays in operating at Phase 1 nameplate capacity
and a 10% increase in operating costs.
• The Group has considered volatilities in the exchange rates, interest rates and energy prices in
determining the Cash Forecast.
After consideration of the Cash Forecast and the outcome of the stress testing performed, the Group has
concluded that the going concern basis of preparation is appropriate. Various initiatives have come to fruition
since 29 February 2024 which have resulted in cash inflows as well as increasing the certainty of future cash
inflows. The Cash Forecast base case and stress case scenarios assume the following fund-raising initiatives
("Funding Initiatives") during the Assessment Period:
• The Company plans to complete the Nasdaq IPO and anticipates raising R2.9 billion (US$150.0 million)
during the Assessment Period. Shareholder approval for the issue of shares for the Nasdaq IPO was obtained
on 11 April 2023, however the Nasdaq IPO is dependent on market conditions which will determine whether
it is completed during the Assessment Period. The Nasdaq IPO is also subject to Securities and Exchange
Commission and exchange control approvals, as well as shareholder re-approval in terms of the ASX rules.
• The Group expects to obtain debt funding amounting to $795.0 million from the DFC and SBSA, which is
subject to the fulfillment of conditions precedent, including the completion of the Nasdaq IPO, and other
standard conditions. Management are confident that the approvals will be obtained shortly after these
conditions are satisfied by the Group.
• The Group is looking to conclude the disposal of the remaining 4.5% stake in Tetra4 not subscribed for in
the initial tranche subscribed for by Mahlako Gas Energy.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. Going concern (continued)
The regulatory and other approvals highlighted above, and the completion of the Funding Initiatives during the
Assessment Period represent material uncertainties which may cast significant doubt on the Group's ability to
continue as a going concern. The Board has a reasonable expectation that the approvals will be obtained, and
that the Funding Initiatives will be completed during the Assessment Period which enables the Group to have
adequate resources to meet its obligations and continue its operations in the normal course of business for the
Assessment Period.
Johannesburg
30 April 2024
Authorised by: Stefano Marani
Chief Executive Officer
Designated Advisor
PSG Capital
For Investors & Media contact us on info@renergen.co.za or +27 10 045 6000
Date: 30-04-2024 08:30:00
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