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RENERGEN LIMITED - ASX Appendix 4E Preliminary Final Report

Release Date: 30/04/2020 08:00
Code(s): REN     PDF:  
Wrap Text
ASX Appendix 4E – Preliminary Final Report

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): 93 998 352 675
ASX Share code: RLT
(“Renergen” or “the Company”)

AUSTRALIAN STOCK EXCHANGE APPENDIX 4E – PRELIMINARY FINAL REPORT

The following information must be given to ASX under listing rule 4.3A.

1.      Details of the reporting period and the previous corresponding period.

        Entity Name:                                      Renergen Limited
        South African Company Registration number:        2014/195093/06
        Johannesburg Stock Exchange share code:           REN
        ISIN:                                             ZAE000202610
        Australian Stock Exchange share code:             RLT
        ABN:                                              93998352675
        Reporting Period:                                 For the year ended 29 February 2020
        Previous period:                                  For the year ended 28 February 2019
2.      Key information in relation to the following. This information must be identified as “Results for
        announcement to the market”.

        2.1     The amount and percentage change up or down from the previous corresponding period
                of revenue from ordinary activities.

                Group revenue decreased by 13% to R2.6 million (February 2019: R3.0 million)

        2.2     The amount and percentage change up or down from the previous corresponding period
                of profit (loss) from ordinary activities after tax attributable to members.
                Net losses after tax attributable to ordinary shareholders increased by 17% to R52.6
                million (February 2019: R45.0 million)


        2.3     The amount and percentage change up or down from the previous corresponding period
                of net profit (loss) for the period attributable to members.
                Net losses after tax attributable to ordinary shareholders increased by 17% to R52.6
                million (February 2019: R45.0 million)

        2.4     The amount per security and franked amount per security of final and interim dividends or
                a statement that it is not proposed to pay dividends.
                No dividends were declared during the current period.

        2.5    The record date for determining entitlements to the dividends (if any).
               No dividends were declared during the current period.


        2.6    A brief explanation of any of the figures in 2.1 to 2.4 necessary to enable the figures to be
               understood.

           - Group revenue decreased by 13% to R2.6 million (February 2019: R3.0 million) as a result
           of the 5-month long Association of Mine Workers and Construction Union (AMCU) strike in
           Virginia which saw a decrease in the Compressed Natural Gas (CNG) sales volumes in the
           first quarter of the financial year.

           - Operating losses from ordinary activities attributable to ordinary shareholders increased
           by 46% to R67.3 million (February 2019: R46.0 million) due to once-off costs incurred in
           completing the IPO on the ASX and conclusion of the US$40 million loan agreement with
           the DFC during the year.

           - Net losses after tax attributable to ordinary shareholders increased by 17% to R52.6 million
           (February 2019: R45.0 million) Increased tax deductions in the current period as the Group
           continues to invest in Phase 1 of the Virginia Plant.

           - Total comprehensive loss for the year attributable to ordinary shareholders increased by
           16% to R52.0 million (February 2019: R45.0 million)

3.   A statement of comprehensive income together with notes to the statement, prepared in
     compliance with AASB 101 Presentation of Financial Statements or the equivalent foreign
     accounting standard.
     Refer to consolidated financial report in page 4

4.   A statement of financial position together with notes to the statement. The statement of financial
     position may be condensed but must report as line items each significant class of asset, liability,
     and equity element with appropriate sub-totals.
     Refer to consolidated financial report in page 4

5.   A statement of cash flows together with notes to the statement. The statement of cash flows may
     be condensed but must report as line items each significant form of cash flow and comply with
     the disclosure requirements of AASB 107 Statement of Cash Flows, or for foreign entities, the
     equivalent foreign accounting standard.
     Refer to consolidated financial report in page 4

6.   A statement of retained earnings, or a statement of changes in equity, showing movements.
     Refer to consolidated financial report in page 4

7.   Details of individual and total dividends or distributions and dividend or distribution payments.
     The details must include the date on which each dividend or distribution is payable and (if known)
     the amount per security of foreign sourced dividend or distribution.
     No dividends have been declared in the current year

8.   Details of any dividend or distribution reinvestment plans in operation and the last date for the
     receipt of an election notice for participation in any dividend or distribution reinvestment plan.
     No dividends have been declared in the current year

9.   Net tangible assets per security with the comparative figure for the previous corresponding
     period.
     Net tangible assets per share increased to 134.55 cents (February 2019: 93.61 cents)

10.  Details of entities over which control has been gained or lost during the period, including the
     following.

     Not applicable, no control was been gained or lost over any investment during the year. Renergen
     acquired the remaining 10% of its 90% held subsidiary, Tetra4, in December 2019, resulting in
     Tetra4 being a 100% controlled subsidiary of Renergen.

11.  Details of associates and joint venture entities including the following.

     Not applicable

12.  Any other significant information needed by an investor to make an informed assessment of the
     entity’s financial performance and financial position.
     Refer to consolidated financial report in page 4

13.  For foreign entities, which set of accounting standards is used in compiling the report (e.g.
     International Financial Reporting Standards).
     International Financial Reporting Standards were used to prepare the final report.

14.  A commentary on the results for the period. The commentary must be sufficient for the user to
     be able to compare the information presented with equivalent information for previous periods.
     The commentary must include any significant information needed by an investor to make an
     informed assessment of the entity’s activities and results, which would include but not be limited
     to discussion of the following.
     Refer to consolidated financial report in page 4

15.  A statement as to whether the report is based on +accounts which have been audited or subject
     to review, are in the process of being audited or reviewed, or have not yet been audited or
     reviewed
     The financial statements are in the process of being audited.

Consolidated Financial Report

Commentary and Review of Operations

The 2019-20 reporting period has been our busiest and arguably our most successful to date. The major
milestones include:
     1. Successfully completed an Initial Public Offering on the Australian Securities Exchange raising A$
     10 million
     2. Conclusion and first draw of the Overseas Private Investment Corporation (now known as the U.S
     International Development Finance Corporation or DFC) loan for US$ 40 million to build Phase 1
     3. Appointing EPCM Bonisana as the construction firm to build the gas gathering system
     4. Appointing Western Shell Cryogenic Equipment Co. Ltd (WSCE) as the technology supplier for the
     LNG (Liquified Natural Gas)/LHe (Liquid Helium) plant
     5. Commissioning our second CNG (Compressed Natural Gas) station to service the Black Knight
     contract in Johannesburg
     6. Redemption of convertible notes with a face value of AUD$ 500 000
     7. Achieving all the milestones on time as set in the project schedule up to the time of issuing this report
     8. Purchase of the remaining 10% stake in Tetra4 previously held by our BEE partner for an amount of
     R28.5 Million
     9. Appointing Bohrmeister Technik to drill the horizontal well in the sandstone deposit within the
     production right
     10. A successful gas strike in the horizontal well recording Helium concentrations of 12%, and
     11. A contract for 200 GJ per day of LNG executed by our sales department with Bulk Haulers Transport
     International (BHIT)

The progress illustrated above demonstrates that the company is on track with program to execute the
Virginia Gas Project and continues to make great strides.

The global macro-economic picture is changing and has seen helium market remain in tight supply, with a
pro-longed depressed oil price further exacerbating this position as it will most likely have an impact on
future large scale LNG and Helium projects from a financing perspective by delaying the much needed
critical investment decisions. We believe this, together with decreasing supply from the US with Hugoton’s
production diminishing and the Bureau of Land Management (BLM) announcing its shutdown. This will put
significant pressure on the supply dynamics of Helium for the foreseeable future. Demand at this stage is
not expected to fall in line with the reduced supply shortages. In the medium term we believe many nations
will respond to the current pandemic by increasing preparedness against future pandemics with additional
medical facilities. It stands to reason that this could result in increased oncology wards and more MRIs,
which would place further demand on the Helium.

The full impact of COVID-19 has yet to be determined in the context of the South African economy, and
what this in turn means for the pricing structure for LNG domestically moving forward. Given however, that
South Africa is a net importer of crude oil and liquid fuels, the impact from lower oil prices have been offset
by a weakening currency. Supply chains will most likely be impacted and the extent of the problem could
worsen should countries and organizations not plan effectively to deal with this unprecedented crisis. The
Group has opted from the 18th of March to implement drastic measures:

 •     to self-isolate where possible and work remotely
 •     non-essential staff have been placed on special leave
 •     operations reduced to critical team members only
 •     all meetings with external parties are via digital platforms to ensure we limit and reduce contact
       where possible
 •     Significant emphasis on personal hygiene with no physical contact allowed where practical

At present, the impact of COVID-19 has resulted in a temporary deceleration in progress of the liquefaction
equipment, gas gathering pipeline and balance of plant contracts. The construction of the pipeline has
been halted due to the lockdown imposed by the South African Government, however it was due to be
completed six month ahead of the liquefiers scheduled commissioning date and therefore does not pose
an immediate risk to the overall Virginia Gas Project’s timeline. We anticipate that pro-longed shutdowns
globally may impact the global supply chain, thus we will continue to monitor the situation and update
investors should circumstances change.

From a local economic perspective, the energy landscape is still constrained and front of mind for many
companies in South Africa, the government announced a carbon tax which came into effect earlier in this
financial year, resulting in many companies seeking cleaner alternatives to petrol and diesel to save on
this new tax. The new Integrated Resource Plan (IRP 2019) has demonstrated the Government is looking
to shift its reliance over the longer term towards cleaner forms of energy and natural gas play a prominent
role in the IRP 2019. This positions the company front and center of an enormous opportunity and will play
an important role in how we develop phase 2.

Virginia

The Megabus project continues to operate on a stable basis supply gas to the 10 buses. The buses have
now travelled in excess of 2 million kilometers combined and have saved a total of 3 million kilograms of
Co2. We have scaled up the operation to include two shifts in preparation to service the Black Knight CNG
contract. The CNG dispenser and additional CNG trailer were commissioned and the operation is to
commence shortly as our customer finalises its last remaining processes. The lockdown imposed by the
South African Government has seen the operation closed from the 27th March. Operations will resume on
the 1st of May 2020 as our customers will be in a position to resume with their respective operating
activities.

Evander

We continue to enjoy good prospects on this field and are proceeding with the necessary steps to bring
this field into production.

Overall the company continues to be an attractive investment to our shareholders as it participates in two
important commodities that are in short supply locally in the form of natural gas and globally strategic in
the form of helium.

Email investor queries to investorrelations@renergen.co.za.

Financial Review

  1. The Group has a cash balance of R141 million at year end (February 2019: R98 million)
  2. Renergen has not declared or paid dividends in the current year and prior years.
  3. The Group property plant and equipment increased by more than 9 180%% to R350.8 million
  (February 2019: R37.8 million) as a result of commencing construction of the New Liquified Natural Gas
  (LNG) and Liquified Helium(LHe) Plant in September 2019 and acquisition of the farm on which the
  plant operates. Phase 1 plant will also be constructed on the same farm. The land was revalued at year
  end, resulting in revaluation reserves being recognised in the financial statements.
  4. Tetra4’s drilling campaign commenced in September 2019 increasing the Intangible assets by 27%
  to R89.2 million (February 2019: R70.5 million)
  5. Tetra4 concluded a US$40 million finance agreement with Overseas Public Investment Corporation
  (OPIC), now known as U.S International Development Finance Corporation (DFC), on 20 August 2019
  to spend towards LNG and LHe plant. US$20 million of this facility was drawn in September 2019
  increasing in the Group’s financial liabilities by more than 786%% R351.2 million (February 2019:
  R39.6). The loan has a three-year capital repayment grace period, with the first capital repayment in
  August 2022.
  6. Renergen listed on the ASX in June 2019, raising AUD$10 million (R103.1 million) raised at the
  initial public offering (IPO) and raising a further AUD$5.7 million (R56.8 million) in January 2020. The
  Group’s Stated capital increase by 50% to R452.3 million (February 2019: R301.3 million).
  7. On listing on ASX in June 2019, Renergen granted options with a fair value of R6.3 million to the
  ASX listing transaction advisors, the options can only be exercised four years from grant date. This
  has been accounted for in the share-based payment reserves, increasing reserves by 1 580%.
  8. The eighteen-month term 500 convertible notes issued at AUD$1000 per note in prior year was settled
  in cash during the current financial year.
  9. Net tangible assets per share increased to 134.55 cents (February 2019: 93.61 cents)

Consolidated Statement of financial position

The statement of financial position of the Group as at 29 February 2020 are set out below:

                                                                                        Audited
 Figures in R'000                        Notes                   29 February 2020 28 February 2019

 Assets
 Non-Current Assets
 Property, plant and equipment              2                             350 824              37 757
 Intangible assets                          3                              89 223              70 494
 Deferred tax                               8                              33 029              12 243
 Restricted cash                                                            2 729               2 178
                                                                          475 805             122 672

 Current Assets
 Trade and other receivables                                                5 533               4 482
 Financial assets                                                             246                -
 Restricted cash                                                           10 161                -
 Cash and cash equivalents                                                140 972              97 956
                                                                          156 912             102 438
 Total Assets                                                             632 717             225 110

 Equity and Liabilities
 Equity


 Stated capital                             6                             452 254             301 277
 Share-based payment reserve                                                7 526                 448

 Revaluation reserve                                                           598                   -
 Accumulated loss                          10                            (213 156)           (121 091)
 Equity Attributable to Parent                                            247 222             180 634
 Non-controlling interest                                                       -             (16 401)
                                                                          247 222             164 233

 Liabilities
 Non-Current Liabilities
 Financial liabilities                      7                             351 182              39 647
 Deferred tax                               8                               6 233                   -
 Lease liability                                                            4 382                 208
 Provisions                                                                 4 000               9 829
                                                                          365 797              49 684

 Current Liabilities
 Trade and other payables                                                   16 389             10 855
 Lease liability                                                             1 129                338
 Provision                                                                   2 180                  -
                                                                            19 698             11 193
 Total Liabilities                                                         385 495             60 877
 Total Equity and Liabilities                                              632 717            225 110

Consolidated Statement of profit or loss and other comprehensive income

The statement of profit or loss and other comprehensive income of the Group for the 12-month period 29
February 2020 are set out below:

                                                                                         Audited

 Figures in R'000                          Notes       29 February 2020              28 February 2019

 Revenue                                                               2 635                         2 987



 Cost of sales                                                        (3 302)                       (3 197)

 Gross loss                                                               (667)                       (210)

 Other income                                                          1 413                            851

 Share - based payments                                               (7 078)                         (334)

 Impairment                                                               (938)                     (1 295)

 Operating expenses                        4                         (60 035)                      (45 026)

 Operating loss                                                      (67 305)                      (46 014)

 Interest Income                                                       5 352                         1 604

 Interest expense                                                     (5 325)                       (4 138)

 Total loss before tax                                               (67 278)                      (48 548)



 Taxation                                                             14 651                         3 572

 Total loss after tax                                                (52 627)                      (44 976)

 Other comprehensive income (loss):

 Revaluation Reserve                                                       598                            -

 Other comprehensive income for the year
 net of taxation                                                           598                            -



 Total Comprehensive loss for the year                               (52 029)                      (44 976)



 Total loss attributable to:

 Owners of the parent                                                (52 627)                      (40 860)

 Non-controlling interest                                                     -                     (4 116)

                                                                     (52 627)                      (44 976)
 Total comprehensive loss attributable to:

 Owners of the parent                                                       (52 029)                        (40 860)


 Non- controlling interest                                                         -                         (4 116)

                                                                            (52 029)                        (44 976)



 Loss per share

 Basic loss per share (cents)                                                (47,93)                         (47.03)

 Diluted loss per ordinary share (cents)                                     (47,93)                         (47.03)

 Weighted average number of shares (‘000)                                   109 799                          86 889

 Number of shares in issue (‘000)                                           117 427                         100 135




Consolidated Statement of Changes in Equity

The statement of changes in equity of the Group for the 12- month period ended 29 February 2020 are
set out below:


 Figures in R'000       Share           Share    Revaluation Accumulated            Total           Non-        Total
                       Capital         based         reserve        loss     attributable     controlling      equity
                                     payment                                to the parent        interest
                                      reserve
 GROUP

 Balance at 01         161 065             114            -      (80 231)         80 948         (12 285)      68 663
 March 2018
 Loss after tax              -               -            -      (40 860)        (40 860)         (4116)      (44 976)

 Issue of shares       146 760               -            -             -        146 760                -     146 760

 Share issue            (6 548)              -            -             -         (6 548)               -      (6 548)
 costs
 Share-based                 -             334            -             -             334               -         334
 payment
 Balance at 01         301 277             448            -     (121 091)        180 634         (16 401)     164 233
 March 2019
 *Adjustment on              -               -            -          (37)              (37)             -         (37)
 initial application
 of
 IFRS 16
 Adjusted         301 277                  448            -     (121 128)        180 597         (16 401)     164 196
 balance as at 01
 March
 2019
 Total                  -                    -          598      (52 627)        (52 029)               -     (52 029)
 comprehensive
 loss after tax
 Issue of shares  159 746                    -            -             -        159 746                      159 746

 Share issue cost      (8 769)               -            -             -         (8 769)                      (8 769)

 Changes in                  -               -            -      (39 401)        (39 401)         16 401      (23 000)
 ownership
 Share-based               -          7 078             -             -         7 078              -           7 078
 payment
 Balance at 29      452 254           7 526          598      (213 156)       247 222              -         247 222
 February 2020

* IFRS 16 adjustment to retained earnings due to the adoption of IFRS 16. Using the modified
retrospective approach, the prior year IAS17 straight lining balance is adjusted to retained earnings.

Consolidated Statement of Cash Flows

The statement of cash flow of the Group for the 12- month period ended 29 February 2020 are set out
below:

                                                                                            Audited

 Figures in R'000                                    Notes          29 February 2020    28 February 2019


 Cash flows from operating activities


 Cash used in operations                               5                   (42 636)            (38 287)
 Interest income                                                             5 352               1 604
 Interest expense                                                             (187)               (185)

 Net cash from operating activities                                        (37 471)            (36 868)

 Cash flows from investing activities


 Purchase of property, plant and equipment                                (298 347)             (9 587)
 Purchase of intangible assets                                             (18 728)             (3 756)
 Purchase of options                                                        (8 256)                  -
 Proceeds on exercise of options                                             9 518                   -
 Net cash from investing activities                                       (315 814)            (13 343)

 Cash flows from financing activities

 Proceeds on share issue                               6                  159 746              146 760
 Share issue cost                                      6                   (8 769)              (6 548)
 Increase in borrowings                                7                  295 976                 5 149
 Loan facility fee paid                                7                   (4 814)                    -
 Settlement of Convertible note                        7                   (5 542)                    -
 Right of use – lease payments                                              (2 338)               (231)
 Non-controlling interest buy-out                                          (23 000)                   -

 Net cash from financing activities                                       411 349              145 130

 Total cash movement for the year                                          58 064                94 919

 Cash at the beginning of the year                                         97 956                3 037
 Effects of exchange rate changes on cash and cash                        (15 048)                   -
 equivalents
 Total cash at end of the year                                            140 972               97 956

NOTES TO THE FINANCIAL STATEMENTS

The notes to the financial information as at 29 February 2020 are set out below:

 1.       Basis of preparation

 The consolidated financial statements for the year ended 29 February 2020 have been prepared and
 presented in accordance with the requirements of the requirements of the South African Companies Act 71
 of 2008, as amended and the Financial Reporting Standards (“IFRS”) and Financial Reporting
 Pronouncements issued by Financial Reporting Standards Council and to also, as a minimum, contain the
 information required by IAS 34 Interim Financial Reporting.

 JSE shareholders should note that this form does not meet the JSE reporting requirements as this
 information is not reviewed or audited.

 2. Property, plant and equipment

                                                                 Accumulated
  Figures in R’000                                 Cost           depreciation         Carrying Value

  29 February 2020

  Assets under construction                     325 877                            -          325 877

  Right of use asset – Head                       4 129                   (1 376)               2 753
  Office building

  Land                                            3 473                            -            3 473

  Plant and machinery                            20 333                   (7 766)              12 566

  Furniture and fixtures                          1 145                     (463)                682

  Motor vehicles                                  2 050                   (1 760)                290

  Office equipment                                  598                     (104)                494

  IT equipment                                      541                     (364)                177

  Right of use - motor vehicle                    2 184                     (305)               1 879

  Office building                                 2 065                      (63)               2 002

  Lease hold improvements:

  - Office equipment                                152                      (84)                  68

  - Furniture and fixtures                          888                     (325)                563

  Total                                         363 435                  (12 611)             350 824

 Comparatives

                                                                  Accumulated
  Figures in R’000                                 Cost           depreciation         Carrying Value

  28 February 2019

  Assets under construction                      19 491                          -              19 491
 Land                                                 -                          -                   -

 Plant and machinery                            20 335                     (5 610)               14 725

 Furniture and fixtures                            783                      (322)                   461

 Motor vehicles                                   2 086                    (1 425)                  661

 Office equipment                                  144                        (80)                   64

 IT equipment                                      366                      (219)                   147

 Computer Software*                               1 434                     (319)                 1 115

 Right of use - motor vehicle                      857                      (252)                   605

 Office building

 Lease hold improvements:

 - Office equipment                                152                        (59)                   93

 - Furniture and fixtures                          567                      (172)                   395

 Total                                          46 215                     (8 458)               37 757

*Classification of Computer Software

In the prior year computer software was classified as property, plant and equipment, in the current year it
has been reclassified to intangible assets as it is a separable component from the computer.

3. Intangible assets

                                                     Accumulated            Disposal           Carrying
 Figures in R’000                       Cost         Amortisation                                Value

 29 February 2020

 Exploration and                      87 511                   (32)                   -          87 479
 development costs*

 Computer software**                   3 115                  (474)             (938)             1 703

 Domain                                   41                         -                -              41


 Total                                90 667                  (506)             (938)            89 223

Comparatives
                                                    Accumulated                                Carrying
 Figures in R’000                        Cost       Amortisation         Impairment              Value

 28 February 2019

 Exploration and                       13 006                 (32)                    -          12 974
 development costs

 Molopo project rights                 57 479                                                    57 479
 Domain                                     41                   -                  -                41

 Total                                   70 526               (32)                  -            70 494


*Exploration and Development costs and Mopolo Project Mineral Rights
consolidation

In the prior year Exploration and development costs and Molopo project rights balances were shown
separately. In the current year they have been consolidated as they both relate to costs incurred by
Tetra4 in the exploration of natural gas.

**Classification of Computer Software

In the prior year computer software was classified as property, plant and equipment, in the current year it
has been reclassified to intangible assets as it is a separable component from the computer.

4. Operating expenses

 Figures in R’000                                 29 February 2020              Audited 28 February 2019


 Consulting and advisory fees                                          2 342                         18 573

 Listing fees                                                          6 388                               -

 Operating lease charge                                                     -                             983

 Depreciation                                                          3 542                           1 165

 Non-Executive Directors fees                                          2 581                           1 470

 Executive Directors annual guaranteed                                 9 808                           8 019
 packages

 Employee costs                                                       12 970                           3 073

 Net foreign exchange losses                                          11 386                              -

 Other Operating costs                                                11 018                         11 743

                                                                      60 035                         45 026


5. Cash (used in) generated from operating activities
 Figures in R’000                             29 February 2020                 Audit 28 February 2019


 Loss before taxation                                            (67 278)                       (48 548)

 Cash adjustments:

 Interest received                                                (5 352)                        (1 604)

 Cash interest paid                                                  187                             185

 Capitalised interest on Convertible                                 264                               -
 notes

 Allocation of restricted cash                                      (551)                         (555)

 Non-cash adjustments:

 Imputed interest                                                  4 442                          3 953

 Right of use liability – interest expense                           430                              -

 Depreciation                                                      4 760                          3 150

 Impairment of Computer software                                     938                          1 295

 Net fair value gains on Put Option                               (3 660)                             -
 contracts

 Share based payment expense                                       7 078                            334

 Expenses written off                                                144

 Loss on disposal of leased vehicle                                   78                              -

 -Provision for IDC (reversal)/expense                            (3 649)                         5 829

 Effects of exchange rate changes on
 cash and cash equivalents:

 Net foreign exchange losses                                      15 047                              -

 Changes in working capital:

 Trade and other receivables                                      (1 049)                        (2 015)

 Trade and other payables                                          5 535                          (312)

                                                                 (42 636)                       (38 287)

6. Stated Capital

 Figures in R’000                            29 February 2020               Audited 28 February 2019

 Authorised number of shares

 500 000 000 no par value shares                                500 000                      500 000

 Reconciliation of number of shares
 issued:

 Opening balance                                                100 135                       81 035
 Issue of shares – ordinary shares                               17 500                       19 100

                                                                117 635                       100 135

 Reconciliation of issued stated
 capital

 Opening balance                                                 301 277                      161 065

 Issue of shares – ordinary shares                               159 746                      146 760
  issued for cash

 Share issue costs                                               (8 769)                      (6 548)

                                                                 452 254                      301 277

7. Financial Liabilities

 Figures in R’000                                  29 February 2020               Audited 28 February 2019

 Held at amortised cost

 DFC, U.S International Development                                   312 242                                -
 Corporation

 Molopo Energy Limited                                                 38 940                          34 498

 Convertible notes                                                           -                          5 149

                                                                      351 182                          39 647

DFC loan

Tetra4 (Pty) Ltd entered into a US$40 million finance agreement with DFC (formerly known as OPIC) on
20 August 2019. The first draw down of US$20million took place in September 2019. Tetra4 shall repay
the loan in approximately equal installments on each payment date beginning 1 August 2022 and ending
no later than the thirty-sevenths payment date, 15 August 2031. Loan bears interest at 2.11% per annum.

Molopo Energy Limited

Tetra4 (Pty) Ltd entered into a R50 million loan agreement on 01 May 2013. This loan was part of the
conditions of the sale of shares in Tetra4 (Pty) Ltd from Molopo Energy Limited to Windfall Energy (Pty)
Ltd. The loan agreement is for the period from inception of the loan on 1 May 2013 until 31 December 2022.
During this period, the loan is unsecured and interest free. The loan can only be repaid when Tetra4 (Pty)
Ltd declares a dividend and 36% of distributable profits must be repaid before a dividend is declared. In the
event that by 31 December 2022 the loan is not repaid, the loan shall bear interest at prime overdraft plus
2% and will have no repayment terms. Shareholders loans can only be repaid after the loans from Molopo
Energy Limited have been settled.

The loan is discounted to present value for the period that it is interest free at a discount rate which is equal
to the prime lending rate plus 2% which at 29 February 2020 is 11.75% (prime lending rate of 9.75% plus
2%). The imputed interest expense is included in profit and loss. The fair value of the loan amount
outstanding at 29 February 2020 amounts to R38.9 million.
Convertible note instrument

Renergen issued Convertible notes at face value AUD$ 500 000 (R5 .1 million) in December 2018. The
Notes carried interest at 15% per annum and were convertible into shares at an equivalent of AUD$ 0.74
(R7.84) per share.

The Note holders did not elect to redeem the notes on 20 June 2019, the notes including the capitalised
interest was settled in cash on 17 September 2019 for AUD$ 545 011.72 (R5.5 million).

8. Deferred tax

 Figures in R’000                                  29 February 2020               Audited 28 February 2019

 Deferred tax liability

 Property Plant and Equipment                                            4 041                        (4 433)

 Intangible                                                              2 123                        (1 740)

 Put Option contacts                                                        69                               -

 Total deferred tax liability                                          (6 233)                        (6 173)

 Deferred tax asset

 Unused tax losses                                                     33 029                          18 416

 Total deferred tax asset                                              33 029                          18 416

As at 29 February 2020, the Group's estimated tax losses were R425 million (28 February 2019: R217
million), these tax losses do not expire unless the tax entity concerned ceases to operate for a period longer
than a year. These are available to be offset against future taxable profits. A deferred taxation asset of R24
million has been recognized due to the predictability of future profit streams.

Estimated revenue growth rate of 85% in February 2021 from CNG sales due to the commissioning of the
Mobile Refueling Unit on the N3 highway in Gauteng, South Africa and more than 100% from Feb 2022
from the sale of Helium and LNG, growth rates costs were estimated at CPI of at 4.7%, South African Tax
rate of 28% was utilized in calculating the deferred tax assets raised on probable future taxable profits.

The company considered Tetra4's operating cashflows over the next ten years (2021 to 2031). At present
Tetra4 is in the enviable position that the current flow rates from the pilot site would enable an increase
production several times from current levels without any intervention. Tetra4 has several customers in a
competitive situation looking to off-take agreements in the run-up to Liquified Natural Gas (LNG) becoming
available in the February 2022 financial year. Once the pipeline reticulating all the wells is complete, the
level of production will see revenue significantly exceeding costs, and thus from February 2022, Tetra4
should be in a gross profit generating position owing to our low upstream cost of production and the high
cost of energy in South Africa. Being a first mover in a premium product such as LNG also means that we
can command better prices that would otherwise be available to gas suppliers.

9. Segmental analysis
Renergen Limited has two operating segments.

• Corporate Head Office

Corporate head office is a segment where all investment decisions are made. Renergen Limited is the
investment holding company focused 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 (Pty) Ltd

Tetra4 explores, develops and sells compressed natural gas to the South African market. Natural gas is a
renewable resource, since it is produced by living microbial organisms

Analysis of reportable segments as at 29 February 2020 is set out below:


                                  Corporate      Tetra4       Total                Consolidating          Consolidated
                                  Head office                                      Adjustments
 Revenue                             21 129          2 635              23 764             (21 129)              2 635
 External                                   -        2 635               2 635                   -               2 635
 Inter-segmental                     21 129              -              21 129            (21 129)                   -
 Depreciation* and amortisation      (1 963)       (2 797)               4 760                   -               4 760
 Interest income                       3 340         2 012               5 352                   -               5 352
 Imputed interest                           -        4 442               4 442                   -               4 442
 Interest expense                        883             -                 883                   -                 883
 Taxation                                724       13 927               14 651                   -              14 651
 Comprehensive loss after tax       (15 650)      (36 977)              (52 627)                 -            (52 627)
 Total assets                     1 030 107       596 328             1 626 435           (993 718)            632 717
 Total liabilities                   11 903       744 497               756 400           (370 906)            385 494


Comparatives
                                  Corporate     Tetra4        Total                 Consolidating        Consolidated
                                  Head                                              Adjustments
                                  office
 Revenue                            16 487            2 987               19 473          (16 487)               2 987
 External                                 -           2 987                 2 987               -                2 987
 Inter-segmental                    16 487                -               16 487         (16 487)                    -
 Depreciation* and amortisation       (714)         (2 436)               (3 150)               -              (3 150)
 Interest income                      1 484             120                 1 604               -                1 604
 Imputed interest                         -         (3 953)               (3 953)               -              (3 953)
 Interest expense                     (185)               -                 (185)               -                (185)
 Taxation                               306           3 266                 3 572               -                3 572
 Loss after tax                     (3 817)        (41 159)              (44 976)               -             (44 976)
 Total assets                      885 172         124 740             1 009 912        (784 802)             225 110
 Total liabilities                    8 330        237 432               245 762        (184 885)              60 877
*Depreciation of R2.2 million (2019: R2 million) relating to plant and equipment has been included in cost of
sales

10. Accumulated loss

Renergen acquired the non-controlling interest’s 10% shareholding in Tetra4 in December 2019 for R28.5
million. This resulted in the subsidiary becoming 100% own. On consolidation 100% of Tetra4’s net
losses after tax are attributable to Renergen. The increase of in accumulated loss is due to the purchase
of the 10% shareholding.

11. Contingent liabilities and commitments

a.              Contingent liabilities

There are no contingent liabilities in the Annual Financial Statements for 29 February 2020.

b.              Commitments

The board has approved capital expenditures of R512million to spend on the New Plant and drilling in the
prior year. As at the end of the reporting period the group has executed construction and drilling contracts
and has committed to expenditures of R265.5 million to be spent in the next 18 months after period end.

12. Events after the reporting period

On 10 March 2020, Renergen released a SENS announcement on the drilling update. Since the
announcement on 17 December 2019 of strong gas flows with high (up to 12%) helium, drilling and other
technical issues have necessitated significant changes from the original horizontal well design. The
sections penetrated by several side-tracks have provided valuable encouraging data for future
development drilling.

On 18 March 2020, Renergen released a SENS announcement on the safety measures taken by the Group
in response to COVID-19. On 15 March 2020, President Cyril Ramaphosa declared the COVID 19 outbreak
a National disaster, to allow the government to begin taking measures in counteracting the virus. The
company took swift and decisive measures to limit the impact of the virus to staff and from 18 March with
all staff in the Johannesburg office have been working from home in self isolation and with the company
continuing with “business as usual” under unusual times.

The country went into a National shutdown on 26 March 2020, management continues to assess the
requirements of the company and balance those with the expectations of our stakeholders namely,
employees and customers. Both the CNG pilot project in Virginia, South Africa and the project construction
has been halted due to the COVID-19 crisis. Management has successfully applied to the Government to
register Tetra4 as an essential service and is authorized to commence activity when management
determines it is appropriate to do so.

As at the date of approving these Annual finical statements, management have assessed that there is no
material impact on the financial statements for the year ended 29 February 2020. After the balance sheet
date, there has been significant fluctuations in the foreign currencies that the Group trades in. During the
year, the Group has entered into Put Option contracts to hedge the Group against ZAR: USD foreign
exchange fluctuations.

The devaluation of the SA Rand against the US dollar is continually being evaluated. Under IFRS, these
are non-adjusting events in respect of the year ended 29 February 2020, as these are events after the
reporting period that are indicative of a condition that arose after the reporting period. It was concluded
that the declaration of the COVID 19 pandemic as a National disaster and the National Lockdown is such
an event.

On 17 April 2020, Renergen announced the completion of the pipeline design. The milestone was
achieved 8 days behind schedule, which under current conditions is an achievement. This milestone is
not considered to be a critical path for the path for the completion date, and therefore the Company does
not anticipate that missing this milestone will lead to delays in the final project completion given the
pipeline is intended to be complete well before the liquefiers are intended to be delivered in South Africa.
Based on the current circumstances, management believes it has no reason to believe there will be any
material delays on our scheduled turn on date of the new LNG and LHe plant project.

13. Going concern

The Consolidated and Separate Financial Statements have been prepared assuming the Group will
continue as a going concern, which contemplates the realisation of assets and settlement of liabilities in
the normal course of business for the foreseeable future. The Group’s ability to achieve profitability is
dependent on the capital spend of proceeds raised from the currently underway capital raise. The Directors
have reviewed the Group’s forecasts for the next twelve months and are satisfied that the Group has
adequate financial resources to continue as a going concern, including with specific consideration of the
risk associated with COVID 19.

The Group has received a funding commitment of US$40million from the DFC to spend towards the New
Plant Project as well as a secondary listing on the Australian Stock Exchange wherein the Group raised an
additional AUD$15.7 million in the current financial year. The DFC commitment will not be affected by the
COVID 19 pandemic and the Group has made its first draw down on the loan in the current year. The
construction of the New Plant commenced in October 2019 and is on track for commissioning in the 2022
financial year. The Group has entered into off take agreements for the sale of both LNG and He.

Johannesburg
30 April 2020

Designated Advisor
PSG Capital

For Australian Investors & Media, contact Citadel-MAGNUS
Cameron Gilenko, 0466 984 953
Tom Kohlen, 0419 953 526

To readers reviewing this announcement on the Stock Exchange News Service (SENS), this
announcement may contain graphics and/or images which can be found in the PDF version posted on
the Company’s website.
www.renergen.co.za

Date: 30-04-2020 08:00:00
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