Tlou Energy Limited announces the following historic loan agreement with a related party and a new loan agreement with the same related party.
February Loan Agreement
On 2 February 2024, the Company entered into a loan agreement with ILC BC Pty Ltd ACN 137 272 596 ("ILCB") to provide an unsecured loan facility of up to a maximum amount of A$1m (the "February Loan"). ILCB and ILC investments Pty Ltd ("ILC"), a substantial shareholder in the Company are both controlled by the same party. Interest on drawdowns made on the February Loan is charged at 10% per annum and to date, A$480,000 has been drawn down on the February Loan. The February Loan is repayable 10 business days after ILCB requests payment of all outstanding amounts from the Company or when the Company elects to repay ILCB all outstanding amounts.
The February Loan was announced in the Company's Quarterly Operations Report issued on 26 April 2024 and in the Company's Annual Report issued on 26 September 2024. However, as ILCB is a related party of the Company, the February Loan should have been evaluated and announced as a Related Party Transaction under AIM Rule 13 but it was inadvertently not evaluated and announced as such at the time.
Extension of February Loan
The Company has now re-negotiated the terms of the February Loan with ILCB, to provide a loan facility of up to a maximum amount of A$5m (the "Extension"). The remaining terms of the February Loan are unchanged.
Related Party Transactions
By virtue of the direct shareholding held by ILC in the Company and ILC's relationship to ILCB, the February Loan and the Extension constitute related party transactions pursuant to Rule 13 of the AIM Rules for Companies. The Directors of the Company, having consulted with the Company's nominated advisor, Grant Thornton UK LLP, consider that, at the time it was entered into, the terms of the February Loan were fair and reasonable, and that the Extension is also fair and reasonable insofar as the Company's shareholders are concerned.
Further Review of Procedures
The Company regularly evaluates its internal controls and procedures to ensure compliance with all applicable rules and regulations. As a result, revisions to its reporting procedures are in the process of being implemented, in consultation with the Company's Board of Directors and its external advisors.
The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
