Unaudited Interim report for the six month period ended 31 August 2015 RENERGEN LIMITED (previously Dominica Trade Proprietary Limited) Incorporated in the Republic of South Africa (Registration number: 2014/195093/06) Share code: REN ISIN: ZAE000202610 (“Renergen” or “the Company”) Unaudited Interim report for the six month period ended 31 August 2015 CORPORATE INFORMATION Country of incorporation and domicile South Africa Company registration number 2014/195093/06 JSE Share code REN JSE ISIN ZAE000202610 Company registered office Unit 14 Boskruin Business Park Bosbok Road Randpark Ridge 2156 Nature of the business and principal activities Special Purpose Acquisition Company, focused on alternative and renewable energy sectors in South Africa and sub- Saharan Africa. The Company is listed on the JSE Alternative Exchange (“AltX”) Executive Directors Stefano Marani (Chief Executive Officer) Fulu Ravele (Chief Financial Officer) Nick Mitchell (Chief Operating Officer) Non-Executive Directors Brett Kimber (Independent Non-executive Chairman) Mbali Swana (Independent Non-executive Deputy Chairman) Russell Broadhead (Independent Non-executive Director) Reginald Edmond Cooke (Independent Non-executive Director) Company Secretary Acorim Proprietary Limited Transfer secretaries Computershare Investor Services Proprietary Limited Registered Auditors Grant Thornton Chartered Accountants (SA) Registered Auditors Member firm of Grant Thornton International Designated Adviser Merchantec Capital Commentary Renergen successfully listed on the AltX of the JSE Limited (“the JSE”) on 9 June 2015. The listing resulting in a raising of capital of R72.9 million (after taking share issue costs into account). Capital was raised through the issue and allotment of 7.3 million shares in June 2015, refer to note 3. The accumulated loss for the six months to 31 August 2015 is mainly driven by listing costs, advisory fees and roadshow costs incurred in the Company’s listing on the JSE. Costs incurred in the prior year to 28 February 2015 were contingent upon the successful listing of the Company on the JSE. Renergen is a going concern despite the losses incurred in the six months to 31 August 2015. Total assets remain significantly higher than total liabilities. The board of directors of Renergen (“the Board”) has ensured that the Company has sufficient cash resources to meet its strategic objectives and financial obligations. Viable Asset Acquisition On 10 July 2015, Renergen announced it was in negotiations to acquire a viable asset pursuant to the Special Purpose Acquisition Company (“SPAC”) requirements of the Listings Requirements of the JSE. On 18 August 2015, Renergen announced an agreement to acquire 90% of the issued share capital and claims of Molopo South Africa Exploration and Production Proprietary Limited (“Molopo”) from Windfall Energy Proprietary Limited (“Windfall”) (the “Molopo Acquisition”) for a purchase consideration to be settled by the issue of 70 million ordinary Renergen shares (“Renergen Shares”) and the cash payment of R5 million, implying a deal value of approximately R650 million, based on Renergen’s Net Asset Value (“NAV”). Renergen shareholders approved the Molopo Acquisition by the requisite majority on 25 November 2015. The salient features of the Molopo Acquisition are: - First and only South African onshore petroleum production right enabling Renergen first mover advantage in the local natural gas sector; - Exploration assets developed to production status and now close to production; - Anticipated first revenue to be generated from first half 2016; - Proven reserves of 25 billion cubic feet and value of R2.2 billion as indicated in the independent Form 1 Report; and - Significant attractive upside for Renergen shareholders as the resource is further developed. The Molopo Acquisition is expected to close on 2 December 2015 at which time Renergen will become an operating company listed on the AltX of the JSE and will no longer be classified as a SPAC. Board Changes Brett Kimber was appointed as chairman of the Board and Mbali Swana relinquished his duties as chairman to be appointed as deputy chairman of the Board with effect from 17 June 2015. Mr Clive Angel resigned as executive director and Chief Financial Officer (“CFO”) upon serving his term on 25 November 2015 and has been replaced by Ms Fulu Ravele with effect from 25 November 2015. Ms Ravele, who completed her articles at Deloitte in 2012, held a position at Barclays Capital prior to her appointment as Financial Director of Molopo in July 2015. Mr Nick Mitchell has been appointed executive director and Chief Operating Officer of the Company with effect from 25 of November 2015. Mr Mitchell was instrumental in the acquisition of Molopo from Molopo Energy Limited in May 2013 and subsequently developed and implemented Molopo’s vertically integrated business plan. Moreover, Mr Mitchell has extensive experience in infrastructure projects across the continent and has an extensive network of contacts in territories such as Cote D’Ivoire, the Democratic Republic of Congo and Mozambique, which the Board believes will assist Renergen in developing its growth strategy. Outlook Molopo is an exciting step forward in South Africa’s path towards developing its own upstream oil and gas activities, and we believe that the benefits to shareholders, clients and the environment are attractive. Management continues to evaluate investments in viable alternative energy businesses across sub-Saharan Africa in particular, and look forward to delivering further growth and development as Renergen becomes operational. CONDENSED STATEMENTS OF FINANCIAL POSITION The statements of financial position of the Company at 31 August 2015 is set out below: Notes Unaudited *Audited 31 August 2015 28 February 2015 R R Assets Current Assets Trade and other receivables - 1 000 Cash and cash equivalents 68 616 168 - 68 616 168 1 000 Total Assets 68 616 168 1 000 Equity and Liabilities Equity Share capital 3 72 956 710 1 000 Accumulated loss (4 748 247) - 68 208 463 1 000 Liabilities Current Liabilities Trade and other payables 407 705 - Total Equity and Liabilities 68 616 168 1 000 Net asset value per share (cents) 924.79 100 Tangible net asset value per share (cents) 924.79 100 *Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial information is for the 5 month period from the date of incorporation to 28 February 2015. CONDENSED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME The condensed statements of profit or loss and other comprehensive income of Company for the six month period ended 31 August 2015 is set out below: Notes Unaudited *Audited 31 August 2015 28 February 2015 R R Operating Expenses (4 748 512) - Operating Loss (4 748 512) - Investment Income 4 265 - Loss before taxation (4 748 247) - Tax expense - - Loss for the period (4 748 247) - Other comprehensive income - - Total comprehensive income (4 748 247) - Basic earnings per ordinary share Basic earnings per ordinary share (cents) (283.06) - Diluted basic earnings per share (cents) (283.06) - # Headline earnings per ordinary share Basic headline earnings per ordinary share (cents) (283.06) Diluted earnings per ordinary share (cents) (283.06) - Average number of shares Weighted average number of shares 1 677 452 414 Diluted average number of shares 1 677 452 414 Headline earnings reconciliation # Headline earnings per share are calculated on basic earnings, there are no adjusting transactions to basic earnings in the six month period ended 31 August 2015. *Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial information is for the 5 month period from the date of incorporation to 28 February 2015. CONDENSED STATEMENT OF CHANGES IN EQUITY The condensed statement of changes in equity of the Company for the unaudited six month period ended 31 August 2015 is set out below: Share Capital Accumulated Total Equity Loss R R R Balance at 01 March 2014 - - - Changes in equity Issue in shares 1 000 - 1 000 Balance at 28 February 2015 1 000 - 1 000 Loss for the period (4 748 247) (4 748 247) Other Comprehensive Income - - - Total Comprehensive Income - (4 748 247) (4 748 247) Treasury shares cancelled (1 000) - (1 000) Issue in shares 73 755 280 - 73 755 280 Share issue costs (798 570) - (798 570) Balance at 31 August 2015 72 956 710 (4 748 247) 68 208 463 Notes 3 *Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial information is for the 5 month period from the date of incorporation to 28 February 2015. CONDENSED CASH FLOW STATEMENTS The condensed cash flow statements of the Company for the six month period ended 31 August 2015 is set out below: Notes Unaudited *Audited 31 August 2015 28 February 2015 R R Cash flows from operating activities Cash generated from operations 5 (4 340 807) (1 000) Interest Income 265 - Net cash from operating activities (4 340 542) (1 000) Cash flows from financing activities Net Proceeds on share issue 3 72 956 710 1 000 Net cash from financing activities 72 956 710 1 000 Total cash movement for the period 68 616 168 - Cash at the beginning of the period - - Total cash at the end of the period 68 616 168 - *Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial information is for the 5 month period from the date of incorporation to 28 February 2015. 6 NOTES TO THE FINANCIAL STATEMENTS The notes to the historical financial information of the Company at 31 August 2015 are set out below: 1. Basis of preparation The condensed interim financial statements are prepared in accordance with the Listings Requirements of JSE Limited (“Listings Requirements”) for interim reports, and the requirements of the Companies Act (Act 71 of 2008 as amended) applicable to condensed financial statements. The Listings Requirements require interim reports to be prepared in accordance with International Financial Reporting Standards, IAS 34 Interim Financial Reporting and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council. The accounting policies applied in the preparation of the condensed interim financial statements were derived in terms of International Financial Reporting Standards. The board of directors of Renergen Limited (“the Board”) takes full responsibility for the preparation of this interim report. The condensed financial statements comprise the condensed statement of financial position as at 31 August 2015 and the condensed statements of comprehensive income, changes in equity and cash flows for the period ended 31 August 2015. These condensed interim financial statements are neither audited nor reviewed by the Company’s auditors and were prepared under the supervision of Mr S Marani (CEO), BSc Actuarial Hons Advanced Mathematics of Finance (WITS). Unaudited * Audited Figures in Rands 31 August 2015 28 February 2015 2. Operating Segments No operating segments have been disclosed as the Company does not trade. 3. Share Capital Authorised Authorised share capital was increased to 100 000 000 no par value shares during the period 100 000 000 1 000 Issued New no par value shares were issued at R10 per share during the period. 1000 shares issued in prior year were repurchased and cancelled immediately prior to the issue of listed shares. 1 000 Ordinary no par value shares of R1 each 1 000 1 000 1 000 Ordinary no par value shares repurchased at R1 each and cancelled (1 000) - 7 375 528 Ordinary no par value shares of R10 each 73 755 280 - Total issued shares 73 755 280 1 000 Share issue costs (798 570) - Share Capital 72 956 710 1 000 Unaudited *Audited Figures in Rands 31 August 2015 28 February 2015 4. Investment income Interest income Bank 265 - 5. Cash used in operations Loss before taxation (4 748 247) - Adjustments: Interest Income 265 - Changes in working capital: Trade and other receivables - (1 000) Trade and other payables 407 705 - Cash used in operations (4 340 807) (1 000) * Renergen was formed and incorporated on the 30 September 2014. Accordingly, the comparative financial information is for the 5 month period from the date of incorporation to 28 February 2015. 6. Events after reporting period An announcement was published on SENS on 18 August 2015 informing Renergen’s shareholders that it has entered into an agreement to acquire 90% of the issued share capital and claims of Molopo from Windfall for a purchase consideration to be settled by the issue of 70 million Renergen Shares and the cash payment of R5 million, implying a deal value of approximately R650 million, based on Renergen’s NAV. The effective date of the Molopo Acquisition shall be the fifth business day after the fulfilment of all the conditions precedent to the Molopo Acquisition agreement. 7. Going Concern We draw attention to the accumulated loss of R4 748 247 at 31 August 2015. The total assets exceed total liabilities by R68 208 463. Financial statements have been prepared on the basis of accounting policies applicable to a going concern. The ability of the Company to continue as a going concern is not in question as it remains liquid and solvent. 8. Changes to the Board - Brett Kimber was appointed independent non-executive director and chairman of the Board with effect from 17 June 2015 - Mbali Swana changed function from chairman of the Board to Deputy Chairman of the Board with effect from 17 June 2015 - Clive Angel resigned as executive director and Chief Financial Officer with effect from 25 November 2015. - Fulu Ravele was appointed executive director and Chief Financial Officer with effect from 25 November 2015. - Nick Mitchell was appointed executive director and Chief Operating Officer with effect from 25 November 2015. Date: 30/11/2015 03:17:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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