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
LEI: 378900B1512179F35A69
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 28 February 2025 (2025)
Previous period Year ended 29 February 2024 (2024)
RESULTS ANNOUNCEMENT TO THE MARKET
2025 2024 Change Change
Rm Rm Rm %
Revenue 52.1 29.0 23.1 79.7%
Loss after tax attributable to owners of Renergen 236.1 110.3 125.8 114.1%
Total comprehensive loss attributable to owners of
Renergen 235.8 110.2 125.6 114.0%
Change Change
Cents Cents Cents %
Basic and diluted loss per share 159.10 75.10 84.0 111.9%
- The overall increase in revenue of R23.1 million (or 79.7%) is due to higher liquefied natural gas ("LNG")
production volumes and higher LNG prices achieved during the year. LNG sales volumes increased from
2 660 tonnes in 2024 to 4 633 in 2025. LNG prices averaged R225/gigajoule in 2025 compared to the
R217/gigajoule in 2024.
- The total comprehensive loss attributable to ordinary shareholders increased from R110.2 million in
2024 to R235.8 million in 2025, or by 114.0%, broadly impacted by the following:
o The implementation of our operational strategy which required the Group to incur costs (fuel
and lubricant, utilities and labour) associated with commissioning the helium production train
without generating any associated LHe during the commissioning phase. This contributed to the
Group generating a gross loss for the year.
o The balance of plant and the LNG/LHe process plant were brought into use in July 2024 and
August 2024, respectively, which increased the recognition of expenses in the income
statement. Prior to this, certain expenses (borrowing costs, salaries, insurance, etc.) qualified for
capitalisation during the construction phase and were therefore not recorded in the income
statement. Resultantly, these expenses did not impact the reported profit or loss during the
construction phase.
o The increase in assets brought into use during the year had a significant impact on the
depreciation charges recognised by the Group. Year-on-year, depreciation increased by R41.8
million.
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Renergen Limited Appendix 4E
2025 2024 Change Change
R R R %
Tangible net asset value per share 7.03 8.40 (1.37) (16.3%)
Change Change
Rm Rm Rm %
Total assets 2 349.2 2 709.1 (359.9) (13.3%)
The decrease in the Group's tangible net asset value per share is largely due to decreases in cash and cash
equivalents and restricted cash, and operational losses incurred by the Group. The cash utilisation on the
operations and other activities of the Group is provided in the consolidated statement of cash flows
accompanying this 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 36 of this report wherein the following are provided:
- Consolidated statement of profit or loss and other comprehensive loss for the year ended 28 February
2025;
- Consolidated statement of financial position as at 28 February 2025;
- Consolidated statement of changes in equity for the year ended 28 February 2025;
- Consolidated statement of cash flows for the year ended 28 February 2025; and
- Notes to the consolidated financial statements.
The 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 28 February 2025 is in
progress.
OTHER DISCLOSURE REQUIREMENTS
Dividend or distribution reinvestment plans
Renergen did not declare dividends during the year ended 28 February 2025 (2024: nil).
Entities over which control has been gained or lost during the year
There was no acquisition or loss of controlling interest during the year ended 28 February 2025.
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.
Appendix 4E Page 2 30 April 2025
Renergen Limited Appendix 4E
PRELIMINARY FINAL REPORT
RESULTS COMMENTARY
During the year ended 28 February 2025 ("FY2025"), and up to the date of this report, the Company has
advanced its strategic objectives pertaining to the ongoing construction of the Virginia Gas Project
("VGP") and the progression of LNG and LHe operations. Key developments during FY2025 and up to the
date of this report include:
- Completion of system integration and final commissioning of the LHe production train at the VGP.
- Selling first LHe from the VGP.
- Took over complete operational control of the Phase 1 plant from the Original Equipment
Manufacturer ("OEM") from July 2024.
- Successfully implemented mitigation measures to produce LHe and sell the first Dewar container of
LHe, post the reporting period.
- FY2025 LNG production totalled 4 885 tonnes (2024: 2 876 tonnes).
- Two exploration wells with high helium concentrations completed and converted to production-
ready status.
Operationally, we faced delays in obtaining ISO containers for our LHe operations, experienced system
shutdowns relating to the final commissioning of the helium system and recorded minor efficiency losses
with respect to our LNG operations which were rectified during the annual maintenance. Despite these
setbacks, LNG production was stable over the course of the year and in March 2025 the Group filled and
sold its first LHe delivery for a customer. We continue to optimise our operations to ensure the longer-
term expansion, stability and efficiency of both our LNG and LHe operations.
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. Exploration, development and
production activities of the VGP are undertaken on behalf of the Group by Tetra4 Proprietary Limited
("Tetra4"), a 94.5%-owned subsidiary of Renergen. Further details regarding the VGP are available on the
Company's website at https://www.renergen.co.za/virginia-gas-project/.
LNG
The FY2025 strategic intent with respect to the LNG operations was to stabilise production given the
operational challenges experienced in the prior year – the extended annual maintenance between
September 2023 and February 2024 and multiple nonroutine shutdowns. Interventions introduced by
management since these developments led to improved plant performance and shorter maintenance
Appendix 4E Page 3 30 April 2025
Renergen Limited Appendix 4E
cycles during FY2025 which resulted in steady LNG production averaging approximately 407 tonnes per
month (2024: 232 tonnes per month). Overall, LNG production for FY2025 totalled 4 885 tonnes (2024: 2
876 tonnes), an increase of 70% year on year. Through our continuous improvement programme we have
identified several initiatives that will improve current efficiencies and overall system reliability. The
initiatives are planned to be implemented during the year ending 28 February 2026 and, when combined
with the additional gas from the upcoming drilling campaign, will see the plant trend towards higher
availability and more efficient recovery. Tetra4 retained its customer base and continues to sell all of the
LNG produced to two local customers. Now our focus is on increasing gas flow to the plant to achieve
nameplate capacity on Phase 1.
Helium
As previously announced on the Stock Exchange News Service of the JSE and the Australian Securities
Exchange the critical milestone of completing LHe commissioning and integration was achieved in the
latter part of Q2 of FY2025 and the first LHe delivery took place in March 2025. Now our focus is on
increasing gas flow to the plant to reach nameplate capacity.
Environmental Authorisation status
On 15 August 2024 the Company announced that the positive Phase 2 Environmental Authorisation ("EA")
which was granted in July 2023 for its Phase 2 operations was unsuccessfully appealed by the Centre for
Environmental Rights ("CER") on behalf of the Mining and Environmental Justice Community Network of
South Africa and Mining Affected Communities United in Action. Seven grounds of appeal were submitted
and, following the Minister's review of the merits of the appeals, the Minister dismissed five out of the
seven grounds of appeal. The Minister directed the Company to expand on the Climate Impact
Assessment Reports to address identified areas of improvement in relation to the remaining two appeals
which will then be submitted to registered Interested and Affected Parties for a further 30-day review.
The report will then be submitted to the Department of Mineral Resources for approval.
Tetra4 is actively engaged with its environmental specialist to address the specific concerns outlined by
the Minister regarding the Climate Impact Assessment Reports. This collaborative effort aims to
thoroughly evaluate and enhance the reports in relation to the impacts of the exploration and climate
change aspects as identified in the appeal process.
Exploration
The interpretation of legacy 2D and 3D seismic data in the prior year provided useful information for the
FY2025 drilling campaign. Two new wells were drilled during the year – wells T4KK011 and T4KK011 REV.
The first exploration well (T4KK011) was drilled with an aim to intersect a known fault located within the
Western Structural Margin ("WSM"), an area of intense shearing and fracturing and magnetic low. Once
drilled to depth, cased and cemented T4KK011 was successfully flow tested and sampled, resulting in a
helium concentration of 3.32% with a flow rate of 106 000 standard cubic feet per day.
Based on lithological and geophysical data obtained from T4KK011 an additional well, T4KK011 REV, was
planned to intersect a newly discovered fault, east of T4KK011. T4KK011 REV was drilled to depth, cased
and cemented but during the drilling process a series of rods were lost downhole. Fortunately, the well
was recovered but almost 300 metres of rods remain downhole. T4KK011 REV confirmed the existence
of an additional gas-bearing fault with helium-rich (2.68%) gas. Future drilling campaigns will aim to
further define this fault and its gas-bearing
Appendix 4E Page 4 30 April 2025
Renergen Limited Appendix 4E
Financial review
Fund raising
Subscription of tranche 2 debentures by AIRSOL S.r.L ("AIRSOL")
In March 2024 Renergen announced the fulfilment of conditions precedent to the subscription of the
second tranche of unsecured convertible debentures with a value of US$4.0 million by AIRSOL, a wholly-
owned subsidiary of SOL S.p.A ("SOL"). Pursuant to the fulfilment of the conditions precedent, AIRSOL
subscribed for the second tranche of convertible debentures (US$4.0 million (R74.6 million)), bringing
SOL's total investment in Renergen to US$7.0 million (R137.6 million). The debentures initially had a
maturity date of 28 February 2025, which has been extended to 31 August 2025. Further terms and
conditions attributable to the debentures are outlined in note 8 of the accompanying audited
consolidated financial statements for FY2025.
AIRSOL's investment in Renergen is a strategic one for both companies in that AIRSOL is not only investing
in Renergen but also brings a wealth of knowledge and expertise to the Company. The SOL group was
founded in Italy in 1927 and operates in 32 countries with more than 6 000 employees. The SOL group
has a significant presence in the industrial gases market, including helium, across the world. SOL also
brings significant LNG experience to the table, complementing Renergen's overall offering.
Settlement of the Standard Bank of South Africa ("SBSA") bridge loan facility and acquisition of new
secured loan
On 18 March 2024 Renergen fully settled the R303.0 million SBSA bridge loan facility ("SBSA Bridge Loan
Facility") previously raised on 30 June 2023. Under the terms of the SBSA Bridge Loan Facility the loan
was payable either on or before 30 June 2025 or on the earlier of the receipt of proceeds from the
proposed Nasdaq IPO or when the Project Investor Agreement ("PIA") became unconditional. The PIA
became unconditional on 27 February 2024 following the completion of the Mahlako Gas Energy
Proprietary Limited ("MGE") acquisition of a 5.5% stake in the VGP for R550.0 million. The SBSA Bridge
Loan Facility was used to fund the expansionary capital expenditure of the VGP.
On 30 August 2024 Renergen acquired a new R155.0 million secured loan from SBSA ("SBSA Loan") to
fund the VGP's working capital and capital expenditures. Renergen drew down R103.3 million of the
facility on the loan's inception and drew down the remaining R51.7 million in October 2024. Transactions
and security arrangements relating to the SBSA Loan are disclosed in note 8 of the accompanying audited
consolidated financial statements for the year ended 28 February 2025.
Issuance of Renergen ordinary shares
On 28 January 2025 Renergen issued and listed 7 376 433 Renergen ordinary shares pursuant to a private
placement undertaken by the Company at an issue price of R5.33 per share ("Additional Shares"). These
Additional Shares, which represented 5% of Renergen's shares in issue on 28 January 2025, were issued
under the general authority to issue shares for cash at a discount of 10% to the 30-day weighted average
traded price. The proceeds from this share issue amounted to R39.3 million and were used as part of a
multi-step plan to secure the required capital to complete Phase 1C, in turn to fund the expansion of the
VGP as well as to bolster general working capital. The Additional Shares rank pari passu with existing listed
Renergen ordinary shares. Following the issue of the Additional Shares, the total issued and listed share
capital of Renergen has increased to 155 047 410 ordinary shares. capacity.
Financial performance
Several key developments impacted the overall financial performance of the Group for FY2025 as outlined
below:
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Renergen Limited Appendix 4E
- Firstly, the implementation of our operational strategy required the Group to incur costs (fuel and
lubricant, utilities and labour) associated with commissioning the helium production train without
generating any associated LHe revenue during the commissioning phase. This contributed to the
Group generating a gross loss for the year under review.
- Secondly, the balance of plant and the LNG/LHe process plant were brought into use in July 2024 and
August 2024, respectively, which increased the recognition of expenses in the income statement.
Prior to this, certain expenses (borrowing costs, salaries, insurance, etc.) qualified for capitalisation
during the construction phase and were therefore not recorded in the income statement.
Resultantly, these expenses did not impact the reported profit or loss during the construction phase.
- And finally, an increase in assets brought into use during the year had a significant impact on the
depreciation charges recognised by the Group. Year on year, depreciation increased by R41.8
million1.
1. Depreciation charges are recorded within cost of sales and other operating expenses in the audited financial statements.
Against the backdrop of the key developments outlined above, the Group reported a loss after tax of
R246.9 million (2024: R109.8 million), an increase of R137.1 million, underpinned primarily by the
following:
- a gross loss of R28.1 million (2024: gross profit of R10.1 million);
- an increase in operating costs of R49.9 million to R196.8 million (2024: R146.9 million); and
- an increase in interest expense of R58.4 million to R81.1 million (2024: R22.7 million), off-set by,
- an increase in the deferred tax credit of R14.0 million to R51.2 million (2024: R37.2 million).
Notwithstanding the financial loss, the Group made significant progress in achieving operational
milestones. The plant's FY2025 operations were marked by low-capacity utilisation resulting in a
significant fixed cost burden. As we continue to ramp up production and achieve nameplate capacity, we
expect our financial performance to improve significantly. The fixed cost base will be spread over a larger
revenue base, leading to improved profitability.
Despite reporting a higher loss after tax, the Group achieved several favourable financial outcomes
during the year under review. These positive results include:
- an increase in revenue of R23.1 million to R52.1 million (2024: R29.0 million) driven by higher
production and higher LNG prices. FY2025 LNG sales volumes totalled 4 633 tonnes (2024: 2 660
tonnes) and LNG prices averaged R225/gigajoule for the year (2024: R217/gigajoule);
- lower foreign exchange losses which decreased by R4.8 million to R9.9 million (2024: R14.7 million)
due to an improvement in the Rand/US Dollar exchange rate relative to the prior year; and
- lower ancillary costs, which decreased by R4.1 million due to cost optimisation initiatives.
Gross loss
Factors which contributed to the R23.1 million increase in revenue are outlined above. FY2025 cost of
sales increased by R61.3 million to R80.2 million (2024: R18.9 million) mainly due to increases in the
following:
- depreciation by R32.7 million due to an increased asset base;
- fuel and lubricants usage by R9.7 million due to increased machine hours; and
- utilities by R14.7 million impacted by increased machine hours and the commissioning of the LHe
process plant.
Overall, the Group recorded a gross loss of R28.1 million for FY2025. With the commencement of LHe
sales in March 2025 the Group expects an improvement in performance over time as the plant reaches
nameplate capacity.
Appendix 4E Page 6 30 April 2025
Renergen Limited Appendix 4E
Other operating costs
Other operating costs increased by R49.9 million to R196.8 million (2024: R146.9 million) due to the
following:
- an increase in depreciation of R9.9 million to R28.3 million (2024: R18.4 million) due to a higher asset
base relative to the prior year;
- an increase in repairs and maintenance costs of R12.1 million to R29.1 million (2024: R17.0 million)
attributable to an increase in machine uptime and machine hours;
- an increase of R5.5 million in security, and selling and distribution expenses to R20.9 million (2024:
R15.4 million) due to an increase in operational activity;
- an increase of R6.2 million in legal and professional fees to R12.1 million (2024: R5.9 million) due to
advisory fees for the Nasdaq IPO and for the legal matters outlined in the Litigation section below;
and
- increases in remuneration and insurance costs by R21.8 million to R53.3 million (2024: R31.5 million)
due to the Group ceasing to capitalise these expenses for assets brought into use during the year.
Interest expenses and imputed interest
Interest expense and imputed interest increased by R58.4 million to R81.1 million (2024: R22.7 million)
impacted mainly by the decrease in the capitalisation rate of borrowing costs attributable to assets under
construction. As highlighted earlier, the balance of plant and LNG/LHe processing plant were transferred
from assets under construction and brought into use during the year under review, which decreased the
overall capitalisation rate for borrowing costs. The current year capitalisation rate for borrowing costs
decreased to 19% from 79% in the prior year.
Deferred taxation credit
The increase in the deferred tax credit by R14.0 million to R51.2 million (2024: R37.2 million) primarily
reflects the increase in unutilised tax losses available to the Group.
Financial position
The Group's total assets amounted to R2 349.2 million as at 28 February 2025 (2024: R2 709.1 million), a
net decrease of R359.9 million arising mainly from:
- a net increase of R74.3 million2 in property, plant and equipment ("PPE") and intangible assets
reflecting further advancement of the construction of Phase 1 of the VGP and early-stage
development of Phase 2 of the project;
- an increase of R51.2 million in the deferred tax asset to R141.6 million (2024: R90.4 million) mainly
due to an increase in unutilised tax losses available to the Group;
- a decrease of R32.0 million in restricted cash balances used to service the long-term debt of the
Group; and
- a decrease of R442.8 million in cash and cash equivalents to R28.3 million (2024: R471.1 million) due
to expenditure on operations (R139.9 million), investments in PPE and intangible assets totalling
R131.9 million, and net repayments of borrowings and lease liabilities totalling R242.3 million, off-
set by proceeds from share issue totalling R39.3 million and the movement in restricted cash of R32.0
million.
Net movement is inclusive of non-cash additions to PPE and intangible assets. Cash investments in PPE and intangible assets totalled R131.9
2.
million for the year.
To preserve cash resources prior to completing the fundraising for Phase 1C, the Company engaged with
the United States Development Finance Corporation ("DFC") and sought their approval beforehand to not
remit the quarterly instalment due on 15 February 2025 which would have covered principal, interest and
guarantee payments. Furthermore, the Company requested the DFC for exemption from maintaining the
Appendix 4E Page 7 30 April 2025
Renergen Limited Appendix 4E
required funds in the Debt Service Reserve Account ("DSRA"). The non-payment of the quarterly
repayment, deviation from the DSRA requirements and failure to make required notifications therefore
resulted in default events under the terms of the loan agreement. Whilst the DFC was agreeable to the
requests made by the Company and subsequently provided a default waiver after the reporting period
(see notes 14 and 35), effectively resolving cross-default issues related to the SBSA and IDC loan, the DFC
default events existed as at 28 February 2025. Under IFRS Accounting Standards liabilities must be
classified as current if an entity lacks an unconditional right to defer settlement for at least 12 months
after the reporting period (see waiver conditions in note 8). As such, both the DFC and IDC loans were
classified as current as at 28 February 2025.
The Molopo litigation and the need to procure the requisite equity injection by 24 January 2025 resulted
in events of default with respect to the SBSA loan agreement. SBSA provided a waiver for the Molopo
litigation default event but reserves all its rights with respect to the equity injection. To date, no further
remedies have been requested by SBSA owing to the positive momentum on the Group's long term
funding strategies.
The Group's total liabilities amounted to R1 234.6 million (2024: R1 388.0 million), a net decrease of
R153.4 million mainly due to the following:
- a net decrease of R169.2 million in borrowings arising from repayments of capital and interest
totalling R467.4 million and foreign exchange gains totalling R29.3 million, off-set by new borrowings
acquired during the year from SBSA and AIRSOL totalling R229.6 million and interest accrued
amounting to R97.9 million; and
- an increase of R14.1 million in trade and other payables reflecting increased operational activity.
Overall, these factors contributed to a decrease in the net asset value of the Group by R206.5 million for
the year under review.
Changes in directorate
Thembisa Skweyiya resigned as a Non-executive Director, effective 10 April 2024. Luigi Matteucci retired
as a Non-executive Director and Chairman of the Audit, Risk and IT Committee, effective 26 July
2024. There were no other changes in the directorate up until the date of this report.
Litigation update
- As African Carbon Energy Proprietary Limited has applied for a mining right to conduct underground
coal gasification on areas that overlap with Tetra4's production right. Tetra4 has objected to the
application. The proposed method of mining (underground coal gasification) may reduce Tetra4's
ability to produce gas in a portion of the production right where the overlap occurs. Tetra4 is
confident that this mining right will not be granted as Tetra4 is first in right, and existing case law
having set precedent further supports its legal position.
- On 1 December 2021, Tetra4 instituted motion proceedings in the High Court of South Africa to clarify
the National Energy Regulator of South Africa's jurisdiction over certain operating activities. Tetra4
maintains that these activities are regulated under its production right granted under the Mineral and
Petroleum Resources Development Act 28 of 2002 ("MPRDA"). The order seeks to resolve legal
ambiguities, with Tetra4 holding all required licenses for its current operations. The matter was heard
on 6 March 2025, and judgment has been reserved. The Court is expected to deliver its ruling in due
course, following careful consideration of the arguments and evidence presented.
Appendix 4E Page 8 30 April 2025
Renergen Limited Appendix 4E
- A dispute has arisen between Tetra4 and Springbok Solar Proprietary Limited (RF) ("Solar Developer")
regarding a solar development encroaching upon Tetra4's production right. On 26 September 2024,
Tetra4 instituted urgent motion proceedings in the High Court of South Africa, Free State Division,
seeking an interim interdict restraining the Solar Developer from proceeding with construction
activities. The dispute arises from the Solar Developer's failure to obtain the requisite Section 53
consent under the MPRDA. The matter was heard on 20 February 2025, and judgment has been
reserved. The Court is expected to deliver its ruling in due course, following careful consideration of
the arguments and evidence presented.
Tetra4 appealed under Section 96(1) of the MPRDA, challenging the Regional Manager's grant of
Section 53 consent without the required approvals, and the appeal was upheld on the 9th of April
2025. This renders the Section 53 consent void and solar construction unlawful. Tetra4 remains
committed to negotiating a coexistence agreement with Solar Developer in good faith.
- Molopo has purported to cancel the loan agreement for an alleged breach of a condition during the
execution of the MGE investment. As Tetra4 did not breach such condition, the purported
termination of the loan agreement is a repudiation of the loan agreement, which Tetra4 is entitled to
accept or reject. Tetra4 has elected to reject the repudiation and to continue with the loan
agreement, which means the loan amount is not due, owing, and payable. Molopo has issued
summons for payment which Tetra4 is defending. Until such time as a court finally determines the
dispute in favour of Molopo, the loan amount is not due. According to the Lead Times Bulletin for the
High Court roll in Gauteng the soonest hearing date is estimated to only take place in 4 years and 9
months.
- Tetra4 and EPCM Bonisana (Pty) Ltd ("EPCM") entered into a contract in December 2019 for the
development of an LNG/LHe Process Plant. Disputes arose and were referred to a Dispute
Adjudication Board ("DAB"), which has subsequently issued its decisions. Arbitration proceedings
have commenced, with key submissions completed and the hearing currently scheduled for the last
quarter of 2025. Tetra4 seeks R34.0 million in delay damages, while EPCM has lodged a counterclaim
of R59.2 million.
Appendix 4E Page 9 30 April 2025
Renergen Limited Appendix 4E
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
The Consolidated Statement of Financial Position of the Group as at 28 February 2025 is set out below:
R'000 Notes 2025 2024
ASSETS
Non-current assets 2 236 021 2 110 001
Property, plant and equipment 2 2 009 373 1 877 132
Intangible assets 3 24 300 82 212
Deferred taxation 14.2 141 586 90 435
Restricted cash 4 23 079 17 243
Finance lease receivables 37 683 42 979
Current assets 113 153 599 126
Inventory 3 198 2 073
Restricted cash 4 49 497 87 300
Finance lease receivables 6 116 5 969
Trade and other receivables 26 025 32 709
Cash and cash equivalents 5 28 317 471 075
TOTAL ASSETS 2 349 174 2 709 127
EQUITY AND LIABILITIES
Stated capital 6 1 210 302 1 170 059
Share-based payments reserve 26 318 26 445
Other reserves 946 628
Accumulated (loss)/profit (189 605) 46 515
Equity attributable to equity holders of Renergen 1 047 961 1 243 647
Non-controlling interest 7 66 648 77 456
TOTAL EQUITY 1 114 609 1 321 103
LIABILITIES
Non-current liabilities 122 646 816 467
Borrowings 8 53 205 748 659
Lease liabilities 10 011 11 613
Deferred revenue 15 095 15 743
Provisions 44 335 40 452
Current liabilities 1 111 919 571 557
Borrowings 8 1 013 737 487 470
Trade and other payables 9 96 413 82 272
Lease liabilities 1 769 1 815
TOTAL LIABILITIES 1 234 565 1 388 024
TOTAL EQUITY AND LIABILITIES 2 349 174 2 709 127
Appendix 4E Page 10 30 April 2025
Renergen Limited Appendix 4E
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 28 February 2025 is set out below:
R'000 Notes 2025 2024
Revenue 11 52 113 28 952
Cost of sales (80 173) (18 885)
Gross (loss)/profit (28 060) 10 067
Other operating income 227 9 778
Share-based payments expense (3 115) (8 074)
Other operating expenses 12 (196 796) (146 868)
Operating loss (227 744) (135 097)
Interest income 10 784 10 853
Interest expense and imputed interest 13 (81 119) (22 747)
Loss before taxation (298 079) (146 991)
Taxation 14.1 51 151 37 199
LOSS FOR THE YEAR (246 928) (109 792)
Other comprehensive income:
Items that may be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of foreign
operation 318 (74)
Items that may not be reclassified to profit or loss in
subsequent periods:
Revaluation of properties - 110
OTHER COMPREHENSIVE INCOME FOR THE YEAR 318 36
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (246 610) (109 756)
Loss attributable to:
Owners of Renergen (236 120) (110 273)
Non-controlling interest (10 808) 481
LOSS FOR THE YEAR (246 928) (109 792)
Total comprehensive loss attributable to:
Owners of Renergen (235 802) (110 243)
Non-controlling interest (10 808) 487
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (246 610) (109 756)
Loss per ordinary share
Basic and diluted loss per share (cents) 15 (159.10) (75.10)
Appendix 4E Page 11 30 April 2025
Renergen Limited Appendix 4E
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
The Consolidated Statement of Changes in Equity of the Group for the 12-month period ended 28 February 2025 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 (loss)/profit Renergen ("NCI") Total equity
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
Loss for the year - - - - (236 120) (236 120) (10 808) (246 928)
Other comprehensive income for the
year - - - 318 - 318 - 318
Total comprehensive loss for the year - - - 318 (236 120) (235 802) (10 808) (246 610)
Issue of shares 42 558 (3 242) - - - 39 316 - 39 316
Share issue costs (2 315) - - - - (2 315) - (2 315)
Share-based payments expense - 3 115 - - - 3 115 - 3 115
BALANCE AT 28 FEBRUARY 2025 1 210 302 26 318 702 244 (189 605) 1 047 961 66 648 1 114 609
Notes 6 7
Appendix 4E Page 12 30 April 2025
Renergen Limited Appendix 4E
CONSOLIDATED STATEMENT OF CASH FLOWS
The Consolidated Statement of Cash Flows of the Group for the 12- month period ended 28 February 2025
is set out below:
R'000 Notes 2025 2024
Cash flows used in operating activities (139 854) (41 291)
Cash used in operations 16.1 (150 638) (52 144)
Interest received 10 784 10 853
Cash flows used in investing activities (99 936) (316 296)
Investment in property, plant and equipment 2 (105 481) (221 874)
Disposal of property, plant and equipment 2 220 -
Investment in intangible assets 3 (26 642) (81 866)
Movement in restricted cash 31 967 (12 556)
Cash flows (used in)/from financing activities (202 956) 773 717
Ordinary shares issued for cash 6 39 316 32 581
Share issue costs 6 - (2 208)
Proceeds from part-disposal of interest in Tetra4 - 550 000
Repayment of borrowings – capital 8 (375 311) (105 245)
Repayment of interest on borrowings 8 (92 156) (69 999)
Interest paid on leasing and other arrangements 13 (2 797) (3 683)
Proceeds from borrowings 8 229 640 373 972
Payment of lease liabilities – capital (1 648) (1 701)
TOTAL CASH MOVEMENT FOR THE YEAR (442 746) 416 130
Cash and cash equivalents at the beginning of the
year 5 471 075 55 705
Effects of exchange rate changes on cash and cash
equivalents (12) (760)
TOTAL CASH AND CASH EQUIVALENTS AT THE END
OF THE YEAR 5 28 317 471 075
Appendix 4E Page 13 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
The consolidated financial statements for the year ended 28 February 2025 have been prepared in
accordance with IFRS Accounting Standards and in accordance with and containing the information
required by IAS 34: Interim Financial Reporting, the South African Financial Reporting Requirements, the
JSE Listings Requirements and in a manner required by the Companies Act. 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
2025 2024
Accumu- Accumu-
lated lated
Cost or deprecia- Net book Cost or deprecia- Net book
R'000 valuation tion value valuation tion value
Assets under 432 594 - 432 594 1 284 461 - 1 284 461
construction
Development asset 321 930 (4 545) 317 385 238 962 (997) 237 965
Rehabilitation asset 36 909 (1 986) 34 923 - - -
Right-of-use asset – 12 684 (3 305) 9 379 12 684 (1 101) 11 583
head office building
Land – at revalued 3 600 - 3 600 3 600 - 3 600
amount
Plant and machinery 1 105 820 (61 637) 1 044 183 338 216 (24 446) 313 770
Furniture and fixtures 1 582 (1 147) 435 1 582 (982) 600
Motor vehicles 17 124 (7 586) 9 538 17 224 (4 458) 12 766
Office equipment 287 (193) 94 287 (162) 125
IT equipment 1 187 (1 132) 55 1 148 (986) 162
Right-of-use assets – 5 671 (4 546) 1 125 5 671 (3 475) 2 196
motor vehicles
Office building 157 594 (10 258) 147 336 2 065 (888) 1 177
Lease hold
improvements:
Office equipment - - - 142 (142) -
Furniture and fixtures 12 124 (3 398) 8 726 10 321 (1 594) 8 727
TOTAL 2 109 106 (99 733) 2 009 373 1 916 363 (39 231) 1 877 132
Appendix 4E Page 14 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
2. Property, plant and equipment (continued)
At 28
2025 At 1 March Derecog- February
Transfers2 Additions Depreciation
R'000 2024 nition1 2025
Assets under construction 1 284 461 - (960 042) 108 175 - 432 594
Development asset3 237 965 - 82 968 - (3 548) 317 385
Rehabilitation asset - - 36 909 - (1 986) 34 923
Right-of-use asset – head office building 11 583 - - - (2 204) 9 379
Land – at revalued amount 3 600 - - - - 3 600
Plant and machinery 313 770 - 767 604 - (37 191) 1 044 183
Furniture and fixtures 600 - - - (165) 435
Motor vehicles 12 766 (100) - - (3 128) 9 538
Office equipment 125 - - - (31) 94
IT equipment 162 - - 39 (146) 55
Right-of-use assets – motor vehicles 2 196 - - - (1 071) 1 125
Office building 1 177 - 155 529 - (9 370) 147 336
Lease hold improvements:
Furniture and fixtures 8 727 - - 1 803 (1 804) 8 726
TOTAL 1 877 132 (100) 82 968 110 017 (60 644) 2 009 373
1 – The Group sold a motor vehicle with a book value of R0.1 million for R0.2 million.
2 – Plant and machinery and an office building totalling R923.1 million were brought into use during the year under review resulting in transfers out of assets under construction to plant and machinery (R767.6 million) and the office building (R155.5 million). A rehabilitation asset totalling
R36.9 million was also transferred for assets under construction during the year under review.
3 – Costs amounting to R83.0 million were transferred from exploration and development costs due to the commercial viability of the extraction of LNG being demonstrable.
Appendix 4E Page 15 30 April 2025
Renergen Limited Appendix 4E
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 8). All physical assets are held as security for the debt under these agreements. Physical assets have a
carrying amount of R1.6 billion as at 28 February 2025 (2024: prior year security comprised assets under
construction and land totalling R1.3 billion), representing 100% (2024: 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. In the prior year additions also included non-cash additions to right-of-use assets. The
Group's borrowings are disclosed in note 8.
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 2025 2024
Additions as shown above 110 017 288 439
Capitalised interest attributable to the DFC loan (note 8) (13 512) (32 927)
Unrealised foreign exchange gains/(losses) attributable to the DFC loan (note 8) 36 704 (16 548)
Capitalised interest attributable to the IDC loan (note 8) (9 979) (23 398)
Capitalised interest attributable to the SBSA bridge loan (note 8) - (30 798)
Capitalised interest attributable to the AIRSOL debentures (note 8) - (3 648)
Net movement in accruals attributable to assets under construction (17 749) 54 422
Non-cash additions to right-of-use assets - (13 668)
Additions as reflected in the cash flow statement 105 481 221 874
Capital commitments
Capital commitments attributable to assets under construction are disclosed in note 17.
Appendix 4E Page 16 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
3. Intangible assets
2025 2024
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
development costs
Computer software 9 568 (5 820) 3 748 9 568 (3 907) 5 661
Internally developed
intangible assets
Development costs – 17 070 - 17 070 17 070 - 17 070
Cryo-VaccTM
Development costs –
Helium Tokens System 3 482 - 3 482 3 482 - 3 482
TOTAL 30 120 (5 820) 24 300 86 151 (3 939) 82 212
At 1 Additions- At 28
2025 March separately Amorti- February
R'000 2024 acquired Transfers1 sation 2025
Exploration and development costs 55 999 26 969 (82 968) - -
Computer software 5 661 - - (1 913) 3 748
Development costs – Cryo-VaccTM 17 070 - - - 17 070
Development costs – Helium Tokens 3 482 - - - 3 482
System
Total 82 212 26 969 (82 968) (1 913) 24 300
1- Costs amounting to R83.0 million were transferred to property, plant and equipment due to the commercial viability of the extraction of LNG being demonstrable.
A reconciliation of additions to exclude the impact of accruals is provided below:
R'000 2025 2024
Additions as shown above 26 969 81 866
Net movement in accruals (327) -
Additions as reflected in the cash flow statement 26 642 81 866
4. Restricted cash
R'000 2025 2024
Non-current: 23 079 17 243
Environmental rehabilitation cash guarantee 15 086 8 838
Eskom Holdings SOC Limited cash guarantee 7 993 8 405
Current: 49 497 87 300
Debt Service Reserve Accounts 49 497 87 300
DFC 29 824 66 969
IDC 19 673 20 331
TOTAL 72 576 104 543
Appendix 4E Page 17 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
5. Cash and cash equivalents
Cash and cash equivalents consist of:
R'000 2025 2024
Cash at banks and on hand 11 152 24 711
Short-term deposits 17 165 446 364
TOTAL 28 317 471 075
Cash at banks earns interest at floating rates. Short-term deposits are made for varying periods (less than three
months) depending on the immediate cash requirements of the Group, and earn interest at the respective short-
term deposit rates. The Group's cash and cash equivalents are primarily denominated in South African Rands. The
amounts denominated in Australian Dollars at 28 February 2025 are immaterial (2024: R0.3 million). The amounts
denominated in US Dollars at 28 February 2025 are immaterial (2024: immaterial). The Group banks with financial
institutions with a ba2 Moody's standalone credit rating.
6. Stated capital
2025 2024
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 147 529 144 748
Issue of shares – ordinary shares issued for cash 7 376 2 580
Issue of shares – share incentive scheme, non-cash 142 201
BALANCE AT 28/29 FEBRUARY 155 047 147 529
Reconciliation of issued stated capital: R'000 R'000
Balance at 1 March 1 170 059 1 134 750
Issue of shares 42 558 35 309
Issue of shares – ordinary shares issued for cash 39 316 32 581
Issue of shares – share incentive scheme, non-cash 3 242 2 728
Share issue costs 1 (2 315) -
BALANCE AT 28/29 FEBRUARY 1 210 302 1 170 059
1 Share issue costs for the year were unpaid as at 28 February 2025.
Shares issued for cash during the year under review comprise:
Number of Value of
2025 shares issued Issue price shares issued
Nature Date '000 Rand R'0001
Issue of shares on the Johannesburg 28 January
Stock Exchange 2025 7 376 5.33 39 316
Total 7 376 39 316
1
- The value of shares issued is impacted by rounding.
Appendix 4E Page 18 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
7. Non-controlling interest
Tetra4, a 94.5% owned subsidiary of the Company, has a material NCI. Tetra4 is the only subsidiary of the
Company with a NCI.
Tetra4's summarised financial information, before intra-group eliminations, is presented below together with
amounts attributable to NCI.
R'000 2025 2024
Summarised statement of profit or loss and other comprehensive loss (100%)
Revenue 52 113 28 952
Cost of sales (80 173) (18 885)
Gross (loss)/profit (28 060) 10 067
Other operating income 227 9 778
Share-based payments expense (717) (1 767)
Other operating expenses (171 352) (109 787)
Operating loss (199 902) (91 709)
Interest income 9 802 9 074
Interest expense and imputed interest (46 315) (21 697)
Taxation 39 907 33 335
Loss for the year (196 508) (70 997)
Other comprehensive loss for the year - 110
Total comprehensive loss for the year (196 508) (70 887)
Summarised statement of financial position (100%)
Non-current assets 2 181 907 2 064 920
Current assets 98 390 309 423
Non-current liabilities (113 235) (805 632)
Current liabilities (785 653) (145 511)
Summarised cash flows (100%)
Cash flows used in operating activities (100 105) (14 560)
Cash flows used in investing activities (99 936) (307 633)
Cash flows generated from financing activities 29 249 470 219
Net (decrease)/increase in cash and cash equivalents (170 792) 148 026
Tetra4 did not declare a dividend during the year under review (2024: Rnil). Tetra4's operations are included
under the Tetra4 segment (see note 10).
The comprehensive loss attributed to the NCI is outlined below:
2025 2024
Total Total
comprehensive comprehensive
income income
NCI in allocated to Accumulated NCI in allocated to Accumulated
subsidiary NCI NCI subsidiary NCI NCI
% R'000 R'000 % R'000 R'000
Tetra4 5.5 10 808 66 648 5.5 (487) 77 456
Appendix 4E Page 19 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Borrowings
R'000 2025 2024
Non-current liabilities at amortised cost 53 205 748 659
Molopo Energy Limited ("Molopo") 53 205 46 960
DFC - 540 957
IDC - 160 742
Current liabilities at amortised cost 1 013 737 487 470
DFC 546 393 83 224
IDC 160 590 12 695
SBSA 169 159 333 798
AIRSOL 137 595 57 753
Total 1 066 942 1 236 129
The movement in borrowings for the year under review is as follows:
Non-cash movements Cash movements
At 1 Foreign Repay- Repay- At 28
March exchange ments- ments- February
R'000 2024 Interest1 gains2 Additions capital3 interest3 2025
Molopo 46 960 6 245 - - - - 53 205
DFC 624 181 33 196 (26 072) - (59 464) (25 448) 546 393
IDC 173 437 25 470 - - (12 847) (25 470) 160 590
SBSA 333 798 16 491 - 155 000 (303 000) (33 130) 169 159
AIRSOL 57 753 16 528 (3 218) 74 640 - (8 108) 137 595
Total 1 236 129 97 930 (29 290) 229 640 (375 311) (92 156) 1 066 942
1
- 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 gains reflect the impact of the strengthening of the Rand against the US Dollar. Qualifying foreign exchange gains amounting to R36.7 million were
capitalised to assets under construction within PPE (see note 2). Foreign exchange gains 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, SBSA loan and AIRSOL debentures are in line with loan terms. The Group shows repayments
of interest under financing activities.
Molopo
Tetra4 entered into a R50.0 million loan agreement with Molopo on 11 April 2014. The loan term was for a period
of 10 financial years and six months commencing on 1 July 2014 (repayable on 31 August 2024). During this period
the loan was unsecured and is interest free. The loan was discounted on initial recognition and the unwinding of
the discount applied on initial recognition was recognised in borrowing costs as imputed interest.
As the loan was not repaid on 31 August 2024 it now accrues interest at the prime lending rate plus 2% (13.00%
on 28 February 2025). The loan can only be repaid when Tetra4 declares a dividend and utilises a maximum of
36% of the distributable profits in order to pay the dividend. It is not expected that the loan or interest 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 accrued interest amounting to R6.2 million for the
year (at an average rate of 13.33%) (2024: R4.0 million (at an average rate of 12.75%)). The Molopo loan
outstanding on 28 February 2025 amounted to R53.2 million (2024: R47.0 million).
Appendix 4E Page 20 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Borrowings (continued)
On 14 November 2024 Molopo initiated legal proceedings against Tetra4 in the High Court of South Africa,
Gauteng Local Division, Johannesburg, by issuing a summons alleging a breach of contract when Renergen sold
the 5.5% stake in Tetra4 to MGE. The claim pertains to a written loan agreement concluded between Molopo, as
the lender, and Tetra4, as the borrower, on or about 11 April 2014. As a consequence, Molopo has purported to
cancel the loan agreement, which cancellation is disputed by Tetra4 on the basis that the investment by MGE did
not constitute a payment by Tetra4 to its parent in the sale. According to the Lead Times Bulletin for the High
Court in Gauteng the soonest hearing date is estimated to only take place in four years and nine months, hence
the loan continues to be classified as non-current.
DFC
Tetra4 entered into a US$40.0 million finance agreement with the DFC on 20 August 2019 ("Facility Agreement").
The first drawdown of US$20.0 million took place in September 2019, the second drawdown 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 (R19.9 million using the rate at 28 February 2025) on each
payment date which began on 1 August 2022 and will end 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 ("DSRA").
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 PPE, is capitalised in line with the Group policy. Interest incurred during the year totalled US$0.5 million
(R9.9 million) (2024: US$0.6 million (R11.7 million)).
Guarantee fee
A guarantee fee of 4% per annum is payable by Tetra4 to the DFC on any outstanding loan balance. The guarantee
fee is payable quarterly on the repayment dates. Tetra4 incurred guarantee fees totalling US$1.2 million (R22.6
million) during the year under review (2024: US$1.4 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 (2024: Rnil).
Facility fee
A once-off facility fee of US$0.4 million (R4.8 million) was paid by Tetra4 to the DFC prior to its 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 incurred maintenance fees amounting to US$0.04 million (R0.6
million) during the year under review (2024: US$0.04 million (R0.7 million)).
Appendix 4E Page 21 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Borrowings (continued)
Non-payment of quarterly DFC repayments
To preserve cash resources prior to completing the fundraising for Phase 1C, the Company engaged with the DFC
and sought their approval beforehand to not remit the quarterly instalment due on 15 February 2025 which
would have covered principal, interest and guarantee payments. Furthermore, the Company requested the DFC
for exemption from maintaining the required funds in the DSRA. The non-payment of the quarterly repayment,
deviation from the DSRA requirements and failure to make required notifications therefore resulted in default
events under the terms of the loan agreement. Whilst the DFC was agreeable to the requests made by the
Company and subsequently provided a default waiver after the reporting period (see note 18), effectively
resolving cross-default issues related to the SBSA and IDC loan, the default event existed as at 28 February 2025.
Under IFRS Accounting Standards liabilities must be classified as current if an entity lacks an unconditional right
to defer settlement for at least 12 months after the reporting period (see waiver conditions below). As such, both
the DFC and IDC loans were classified as current as at 28 February 2025. Other default events on the DFC loan as
at 28 February 2025 included the following:
- reporting defaults arising from changes of ownership and changes in material contracts; and
- the reporting default arising from the Molopo litigation. The Group's response to the Molopo litigation is
outlined on page 8.
The conditional waiver provided by the DFC on 9 April 2025 (see note 18) stipulates the following:
- Settlement of the outstanding quarterly repayment and remediation of the DSRA requirements by 31 May
2025.
- No action or judgment is taken against Tetra4 with respect to the Molopo litigation.
- Successful completion of the construction of the VGP within agreed timelines.
- Sufficient equity contributions by Renergen to Tetra4 within the agreed timelines.
- Successful verification of the change in ownership.
The default on the DFC loan resulted in cross-defaults on the IDC and SBSA loans. As highlighted above, the
Company secured waivers from the DFC, effectively resolving cross-default issues related to the SBSA and IDC
loan. Like the DFC loan, the IDC loan was classified as current as at 28 February 2025. The SBSA loan, which is
due within 12 months, was already classified as current.
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 (4) 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 DSRA 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. As of 28 February 2025 Tetra4 did not meet
covenant (c). On 9 April 2025 the DFC provided a waiver to address this default as set out above. Tetra4,
however, believes that it will be able to comply with the covenants throughout the tenure of the loan.
Appendix 4E Page 22 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Borrowings (continued)
"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% (14.5% on 28 February
2025) and is secured by a pledge of Tetra4's assets under construction (see note 2), land and the DSRA. The IDC
loan outstanding on 28 February 2025 amounted to R160.6 million (2024: R173.4 million) and interest accrued
during the year amounted to R25.5 million (2024: R27.2 million). Qualifying interest attributable to assets under
construction, within PPE, 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 DSRA 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) will apply from 15 August 2025. Tetra4 was in compliance with the covenant under (b)
above for the year and believes that it will be able to comply with the covenants throughout the tenure of the
loan. Tetra4 maintains a DSRA with respect to the IDC loan.
SBSA
Renergen obtained a R155.0 million secured loan from SBSA on 30 August 2024 ("SBSA Loan"). The first
drawdown of R103.3 million occurred on 31 August 2024 and the second drawdown of R51.7 million occurred
on 17 October 2024. Proceeds were used to fund the working capital and expansion of the VGP. Part of the
proceeds of the SBSA Loan were also used to pay transaction costs attributable to the loan arrangement.
The SBSA Loan accrues interest at a rate linked to three-month JIBAR plus a variable margin (JIBAR plus the
margin equated to 20.70% on 28 February 2025). Interest is compounded and capitalised to the principal
amount owing. The SBSA Loan is repayable on the earlier of the receipt of proceeds from the proposed
Renergen Nasdaq IPO or 30 August 2025.
The SBSA 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. In addition, CRT Investments Proprietary Limited
("CRT") an associate of Mr Nicholas Mitchell, and MATC Investments Holdings Proprietary Limited ("MATC")
an associate of Mr Stefano Marani, have entered into cession and pledge agreements ("Pledges") with SBSA,
in terms of which CRT and MATC have pledged and ceded as security, which remains in CRT and MATC's
possession unless called, collectively 17 314 575 Renergen ordinary shares ("Pledged Shares"), to and in favour
of SBSA. CRT and MATC's potential liability under the security given in respect of such financial obligation is
capped at the lower of the value of the Pledged Shares or R155.0 million.
Appendix 4E Page 23 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
8. Borrowings (continued)
The Molopo litigation and the need to procure the requisite equity injection by 24 January 2025 resulted in
events of default with respect to the SBSA loan agreement. SBSA provided a waiver for the Molopo litigation
default event but reserves all its rights with respect to the default on the equity injection. To date, no further
remedies have been requested by SBSA due to the progress achieved in securing funding for the VGP. The SBSA
Loan outstanding on 28 February 2025 amounted to R169.2 million (2024: R333.8 million) and interest accrued
during the year amounted to R16.5 million (2024: R30.8 million). In light of the agreed forbearance of the DFC
payment for the quarterly instalment for February 2025, a waiver was sought from SBSA and was issued to
Tetra4 on 28 February 2025 in respect of the technical cross default provisions.
AIRSOL
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 in 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 on 18 March 2024
AIRSOL subscribed for Tranche 2 debentures and Renergen received US$4.0 million (R74.6 million). This
transaction is linked to the Nasdaq IPO.
The debentures initially had a maturity date of 28 February 2025, which has been extended to 31 August 2025,
and accrue interest at a rate of 13% per annum, calculated and compounded semi-annually on the outstanding
principal amount. Interest is payable on 28 February and 31 August of each year during the term of the
debentures.
On maturity, the debentures can be settled in cash or converted to shares in Renergen at a conversion rate to
be determined by dividing the outstanding principal amount by the conversion price. The conversion price has
been agreed as follows:
- If the Nasdaq IPO has not been completed before the maturity date of the debentures, the conversion price
will be 90% of the 30-day volume weighted average traded price of Renergen shares on the Johannesburg
Stock Exchange.
- If the Nasdaq IPO has occurred before the maturity date of the debentures, and the shares to be issued are
Renergen shares admitted to trading on the JSE, the conversion price with be 90% of the Rand equivalent
of the deemed US$ 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.
Debentures outstanding on 28 February 2025 amounted to US$7.5 million (R137.6 million) (2024: US$3.0
million (R57.8 million)) and interest accrued during the year amounted to US$0.9 million (R16.5 million) (2024:
US$0.2 million (R3.6 million)).
The debentures have been classified as short term as they have a maturity date of 31 August 2025. They do
not have an equity component as they are convertible into variable number of shares.
The carrying values of the Molopo, IDC, DFC, SBSA and AIRSOL loans closely approximate fair values.
Appendix 4E Page 24 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
9. Trade and other payables
R'000 2025 2024
Financial instruments: 92 241 73 285
Trade payables 70 206 53 367
Accrued expenses 22 035 19 918
Non-financial instruments: 4 172 8 987
Accrued leave pay 4 172 3 995
Accrued bonuses - 4 445
Other - 547
TOTAL 96 413 82 272
10. 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:
a) 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.
b) Tetra4
Tetra4 explores for, produces and sells LNG and, subsequent to year end, it also commenced selling LHe. 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.
c) 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.
d) Renergen US
Renergen US was incorporated on 16 August 2022 and assists with various fundraising and business
development activities of the Group in the US market. Renergen US commenced operations 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. For
the year under review all sales of the Group were made by Tetra4 to two South African customers (2024: three
South African customers).
Appendix 4E Page 25 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Segmental analysis (continued)
The analysis of reportable segments as at 28 February 2025 is set out below:
Corporate
2025
Head Office
R'000 Tetra4 Cryovation Renergen US Total Eliminations Consolidated
Revenue - 52 113 - - 52 113 - 52 113
External - 52 113 - - 52 113 - 52 113
Depreciation and amortisation (4 015) (58 542) - - (62 557) - (62 557)
Share-based payment expenses (2 398) (717) - - (3 115) - (3 115)
Employee costs (7 065) (19 813) - (7 397) (34 275) 6 786 (27 489)
Consulting and advisory fees (9 642) (3 513) (77) (73) (13 305) 362 (12 943)
Listing costs (3 184) - - - (3 184) - (3 184)
Computer and IT expenses (1 006) (5 609) - - (6 615) 913 (5 702)
Legal and professional fees (7 404) (4 888) (49) - (12 341) 267 (12 074)
Security - (9 990) - - (9 990) - (9 990)
Selling and distribution expenses - (10 942) - - (10 942) - (10 942)
Repairs and maintenance (153) (28 928) - - (29 081) 3 (29 078)
Insurance - (12 257) - - (12 257) - (12 257)
Management fees charged to Tetra4 32 634 - - - 32 634 (32 634) -
Management fees charged by Renergen US (10 950) (22 646) - - (33 596) 33 596 -
Net foreign exchange gains/(losses) 2 701 (12 558) - - (9 857) - (9 857)
Interest income 982 9 802 - - 10 784 10 784
Imputed interest - (6 245) - - (6 245) - (6 245)
Interest expense (34 804) (40 070) - - (74 874) - (74 874)
Taxation 11 244 39 907 - - 51 151 - 51 151
LOSS FOR THE YEAR (50 268) (196 508) (220) 260 (246 736) (192) (246 928)
TOTAL ASSETS 2 023 518 2 280 297 16 824 4 405 4 325 044 (1 975 870) 2 349 174
TOTAL LIABILITIES (342 700) (898 888) (5 927) (747) (1 248 262) 13 697 (1 234 565)
Appendix 4E Page 26 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Segmental analysis (continued)
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 (5 188) (18 954) (835) (704) (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)
Appendix 4E Page 27 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
10. Segmental analysis (continued)
The disaggregation of revenue by customer for the year ended 28 February 2025 is as follows:
- Customer A: R51.1 million or 98.1% (2024: R26.3 million or 90.7%);
- Customer B: R1.0 million or 1.9% (2024: R2.5 million or 8.6%); and
- Customer C: Rnil (2024: R0.2 million or 0.7%).
Therefore R52.1 million or 100% (2024: R28.8 million or 99.3%) 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 11.
11. Revenue
R'000 2025 2024
REVENUE FROM CONTRACTS WITH CUSTOMERS
Sale of LNG 52 113 28 952
Total 52 113 28 952
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.
This note should be read together with note 10 which provides details on the concentration of revenue.
12. Other operating expenses
R'000 2025 2024
Consulting and advisory fees 12 943 11 764
Listing costs 3 184 1 979
Employee costs1 27 489 25 681
Pension costs – defined contribution plans 3 383 1 031
Depreciation and amortisation2 28 320 18 447
Computer and IT expenses 5 702 5 410
Security4 9 990 7 459
Selling and distribution expense3 10 942 7 910
Net foreign exchange losses 9 857 14 730
Loss on derecognition of leasing arrangement - 74
Loss on remeasurement of finance lease receivables - 11
Insurance4 12 257 3 643
Travel and accommodation 2 292 2 388
Repairs and maintenance5 29 078 17 022
Office expenses 3 047 4 343
Health and safety 3 528 3 848
Legal and professional fees6 12 074 5 860
Other operating costs 7 574 10 328
Directors fees – Non-executive 1 571 2 793
Executive directors' remuneration7 13 565 2 147
196 796 146 868
Appendix 4E Page 28 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
12. Other operating expenses (continued)
1 Excludes employee costs amounting to R5.2 million (2024: R1.7 million) attributable to the processing of gas sold which are included in cost of sales.
2 Refer to the depreciation reconciliation provided in note 16.1.
3 Increase attributable to increased LNG operations relative to the prior year.
4 The increase in insurance is due to assets brought into use during the year for which the insurance expense is no longer capitalised.
5 The increase in repairs and maintenance costs is attributable to an increase in machine uptime and machine hours.
6 The increase in legal and professional fees is due to advisory fees for the Nasdaq IPO and for the legal matters outlined in the Litigation section on page 8.
7 Directors fees amounting to R6.7 million (2024: R15.2 million) were capitalised to assets under construction (note 2) during the year under review.
13. Interest expense and imputed interest
R'000 2025 2024
Interest – leasing arrangements 1 918 998
Interest - borrowings 74 439 15 521
Imputed interest – rehabilitation provision 3 883 3 543
Interest - suppliers 869 2 682
Interest - other 10 3
Total 81 119 22 747
Interest paid as presented in the statement of cash flows comprises:
R'000 2025 2024
Interest – leasing arrangements 1 918 998
Interest – suppliers and other 879 2 685
Interest paid on leasing and other arrangements per the statement of cash flows 2 797 3 683
14. Taxation
14.1 Income tax expense
R'000 2025 2024
MAJOR COMPONENTS OF THE TAX INCOME
Deferred
Originating and reversing temporary differences 51 151 37 199
Total 51 151 37 199
RECONCILIATION OF EFFECTIVE TAX RATE
Accounting loss before taxation (298 079) (146 991)
Tax at the applicable tax rate of 27% (2024: 27%) 80 481 39 688
Tax effect of:
Non-deductible expenses
- Share-based payments (841) (2 180)
- Imputed interest expense (2 735) 144
- Penalties (29) (46)
- Listing fees (530) -
- Legal (3 196) -
- Bursaries - (295)
Current year losses for which no deferred tax asset has been recognised (38 778) (25 544)
Special oil and gas allowances 15 731 25 303
Increase in rehabilitation guarantee 1 048 132
Other - (3)
Total 51 151 37 199
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
Appendix 4E Page 29 30 April 2025
Renergen Limited Appendix 4E
14.2 Deferred taxation
At 1 Recognised At 28 Deferred
March in profit or February Deferred tax
R'000 2024 loss 2025 tax asset liability
Property, plant and equipment (305 723) (53 261) (358 984) - (358 984)
Intangible assets 2 089 (7 109) (5 020) - (5 020)
Lease liabilities (117) 439 322 322 -
Finance lease receivables (3 029) (1 326) (4 355) - (4 355)
Provisions 12 989 (94) 12 895 12 895 -
Deferred revenue 4 251 (175) 4 076 4 076 -
S24c allowance (future expenditure) (716) - (716) - (716)
Unutilised tax losses 380 691 112 677 493 368 493 368 -
Total 90 435 51 151 141 586 510 661 (369 075)
The losses incurred by the Group are mainly attributable to its subsidiary, Tetra4. Phase 1 of the plant is now
operating but has not reached nameplate capacity, and Tetra4 is producing and selling LNG under long-term
contracts. Tetra4 also commenced selling LHe in March 2025 following the commissioning of the helium
facility during the year under review.
As at 28 February 2025 the Group recognised a deferred tax asset attributable to estimated tax losses
totalling R1 827.3 million (2024: R1 410.0 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 off-set 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 28 February
2025 totalled R696.0 million (2024: R529.9 million).)
A Group net deferred taxation asset of R141.6 million (2024: R90.4 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. The key assumption used is the Group reaching
nameplate capacity in the next financial year. Once achieved, the Group will move into a profitable, self-
sustaining position from the revenue generated from the sale of LNG and LHe that will be produced from
future operations, and the leasing of storage and related infrastructure to customers under eight-year
contracts which came into effect during the 2023 financial year. Expected future profits (based on forecasts
to 2043) underpin the valuation of the exploration and development assets amounting to R42.12 billion
(2024: R42.12 billion).
Appendix 4E Page 30 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
15. Loss per share
2025 2024
Cents Cents
Basic and diluted (159.10) (75.10)
R'000 R'000
Loss attributed to equity holders of Renergen used in the calculation of basic and (236 120) (110 273)
diluted loss per share
000's 000's
Weighted average number of ordinary shares used in the calculation of basic 148 412 146 833
loss per share:
Issued shares at the beginning of the year 147 529 144 748
Effect of shares issued during the year (weighted) 883 2 085
Weighted average number of ordinary shares used in the calculation of diluted
loss per share 148 412 146 833
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.
2025 2024
Headline loss per share Cents Cents
Basic and diluted (159.15) (75.07)
Reconciliation of headline loss R'000 R'000
Loss attributed to equity holders of Renergen (236 120) (110 273)
Loss on derecognition of leasing arrangement - 74
Profit on disposal of property, plant and equipment (120) -
Adjustments attributable to NCI 7 (4)
Tax effect 30 (19)
Headline loss (236 203) (110 222)
The headline loss has been calculated in accordance with Circular 1/2023 issued by the South African Institute
of Chartered Accountants.
Appendix 4E Page 31 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16. Notes to the consolidated statement of cash flows
16.1 Cash used in operations
R'000 Notes 2025 2024
Loss after taxation (246 928) (109 792)
Cash adjustments:
Interest income – cash and cash equivalents (5 574) (5 107)
Interest income – finance lease receivables (5 210) (5 746)
Interest expense – suppliers and other 879 2 685
Interest expense – borrowings 68 194 10 026
Interest expense – leasing arrangements 1 918 998
Non-cash adjustments:
Taxation (51 151) (37 199)
Imputed interest – borrowings 6 245 5 495
Imputed interest – rehabilitation provision 3 883 3 543
1
Depreciation and amortisation 62 557 20 708
Share-based payments expense 3 115 8 074
Loss on lease remeasurement - 11
Profit on disposal of property, plant and equipment (120) -
Loss on derecognition of leasing arrangement - 74
Gain on remeasurement of financial liability - (9 571)
Increase/(reversal) of audit fee accrual 1 127 (100)
Increase in Non-executive Directors' fees accrual 918 474
Increase in leave pay accrual 209 906
Reversal in bonus accrual (4 064) -
Net foreign exchange losses 7 198 17 482
Changes in working capital:
Inventory (1 125) (1 926)
Finance lease receivables 16.2.1 5 149 5 600
Trade and other receivables 16.2.2 9 585 (6 095)
Trade and other payables 16.2.3 (7 443) 47 316
Cash used in operations (150 638) (52 144)
1
A reconciliation of the depreciation and amortisation charges of the Group is provided below.
Depreciation and amortisation comprises:
Notes 2025 2024
Depreciation of property, plant and equipment 2 60 644 18 174
Amortisation of intangible assets 3 1 913 2 534
Depreciation and amortisation as shown above 62 557 20 708
Appendix 4E Page 32 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16.1 Cash used in operations (continued)
Depreciation and amortisation are recorded within these line items in the statement of profit or loss and
other comprehensive loss:
Notes 2025 2024
Operating expenses 28 320 19 186
Depreciation and amortisation 12 28 320 18 447
Repairs and maintenance 12 - 739
Cost of sales 34 237 1 522
Depreciation and amortisation as shown above 62 557 20 708
16.2 Changes in working capital
16.2.1 Finance lease receivables
For purposes of the cashflow statement the movement in finance lease receivables comprises:
R'000 2025 2024
Finance lease receivables at the beginning of the year 48 948 54 559
Eliminated in the cashflow statement:
Lease remeasurement - (11)
Finance lease receivables at the end of the year (43 799) (48 948)
Movement in finance lease receivables 5 149 5 600
16.2.2 Trade and other receivables
For purposes of the cashflow statement the movement in trade and other receivables comprises:
R'000 2025 2024
Trade and other receivables at the beginning of the year 32 709 31 657
Creditors with debit balances 2 901 (5 043)
Trade and other receivables at the end of the year (26 025) (32 709)
Movement in trade and other receivables 9 585 (6 095)
Appendix 4E Page 33 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
16.2.3 Trade and other payables
For purposes of the cashflow statement the movement in trade and other payables comprises:
R'000 2025 2024
Trade and other payables at the beginning of the year (82 272) (92 313)
Eliminated in the cash flow statement:
Accruals attributable to – share issue costs (2 315) 2 208
- leave pay (209) (906)
- bonuses 4 064 -
- audit fees (1 127) 100
- non-executive directors fees (918) (474)
- assets under construction (17 749) 54 422
- intangible assets (327) -
Net foreign exchange losses (420) (2 962)
Exchange differences on translation of foreign operations 318 (74)
Reclassification between debtors and creditors (2 901) 5 043
Trade and other payables at the end of the year 96 413 82 272
Movement in trade and other payables (7 443) 47 316
17. Contingent liabilities and commitments
Contingent liabilities
Management has assessed the likelihood of outflows in respect of the litigations disclosed in the Directors'
Report as remote. Accordingly, there are no contingent liabilities as at 28 February 2025 attributable to any of
the Group companies (2024: nil).
Commitments
2025 Contractual
R'000 Spent to date commitments Total approved
Capital equipment, construction and drilling costs 158 931 81 957 240 888
TOTAL 158 931 81 957 240 888
The Board approved total project costs amounting to R1.9 billion (2024: R1.7 billion) relating to the construction
of the Virginia Gas Plant. At 28 February 2025 the Group had contractual commitments totalling R82.0 million
(2024: R122.5 million) for the procurement of capital equipment and services. As at the end of the reporting
period there were no other material contractual commitments to acquire capital equipment.
18. Events after the reporting period
Commercial liquid helium sales
On 14 March 2025 Renergen announced that Tetra4 had commenced sales of LHe to a customer.
Appendix 4E Page 34 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
18. Events after the reporting period (continued)
Fund raising
Renergen has entered into an exclusive arrangement to negotiate a transaction with a third party. As part of
those negotiations, Renergen has received an initial inflow of US$10 million - $5 million was received on 1 April
2025 and the balance on 8 April 2025. To the extent the negotiations proceed as planned, additional funding will
be extended to Renergen.
DFC waiver
The DFC provided a default waiver to Tetra4 in April 2025 (see note 8).
19. 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 following circumstances existed as at 28 February 2025:
- The Group was in default of the terms of the DFC, IDC and SBSA loan agreements. The default events are
outlined in note 8 ("Default Events"). Details pertaining to the waivers granted are also contained in this
note.
- The Group's current liabilities exceed its current assets by R998.8 million impacted mainly by the
classification of the DFC, IDC and SBSA loans as current liabilities as fully set out in note 8.
- The Group requires funding for the VGP to bolster Phase 1 operations to name plate capacity and for the
development of Phase 2 of the VGP.
In conducting its most recent going concern assessment, management has considered the period up to 30 April
2026 ("Assessment Period") as it has assessed that the Default Events will be remedied during the Assessment
Period and 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. Management has also
considered volatilities in the exchange rates, interest rates and energy prices in determining the Cash Forecast.
The Cash Forecast is underpinned by the following key assumptions:
- The availability of funding to settle amounts owed to the DFC under the terms of the waiver granted and
under the terms of the original agreement. In this regard, to date, the Group has concluded an exclusive
arrangement to negotiate a transaction with a third party. As part of those negotiations, in April 2025, the
Group received an initial inflow of $10.0 million (see note 18). To the extent the negotiations proceed as
planned, additional funding estimated at US$20.0 million will be extended to the Group.
- The Company's plans to complete the Nasdaq IPO have not changed and it still anticipates raising R2.9 billion
(US$150.0 million) during the Assessment Period. The production and sale of LHe by Tetra4 were key
milestones required to provide new investors with the comfort to proceed with this initiative. 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.
Appendix 4E Page 35 30 April 2025
Renergen Limited Appendix 4E
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
19. Going concern (continued)
- The Group expects to obtain debt funding amounting to $795.0 million from the DFC and SBSA, which
includes the refinancing of Phase 1 debt, and is subject to the fulfillment of conditions precedent 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 also anticipating funding from various funding initiatives, which involve debt, equity and hybrid
instruments. These initiatives are also geared towards both alleviating short-term funding requirements as
well as long term commitments.
The Group continues to regularly monitor its liquidity position as part of its ongoing risk management
programme. Various initiatives have come to fruition since 28 February 2025 which have resulted in cash inflows
as well as increasing the certainty of future cash inflows including but not limited to the receipt of US$10.0 million
as highlighted above.
After consideration of the Cash Forecast, the outcome of the stress testing performed and the developments
after the reporting date, the Group has concluded that the going concern basis of preparation is appropriate.
Management is cognisant of the following material uncertainties that exist which may cast doubt about the
Group's ability to continue as a going concern.
- The Group's ability to conclude the funding initiatives outlined above within the Assessment Period.
- The Group's ability to remedy the Default Events within the times set out in the DFC waiver.
- The Group's ability to secure regulatory and other approvals required to conclude the Nasdaq IPO and other
funding initiatives.
The Board has a reasonable expectation that funding initiatives and the remediation of Default Events will be
concluded within the Assessment Period, and that the approvals required will be obtained. This will enable 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 2025
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
Appendix 4E Page 36 30 April 2025
Date: 30-04-2025 08:00:00
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