Wrap Text
Renergen Quarterly Update
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): 93 998 352 675
ASX Share code: RLT
("Renergen" or "the Company" or "the Group")
RENERGEN QUARTERLY UPDATE
Fiscal Q4 2025 Highlights:
• First helium export from the facility and sale has now occurred;
• LNG production has increased by 22% from previous reporting period;
• Springbok Solar matter was heard on 20 February 2025, and judgment has been
reserved; and
• Liquidity plan to complete Phase 1C is close to finalisation.
Helium production
Post the period in review, the long-awaited event of filling a helium container with liquid has
now occurred. We've implemented an alternate solution after facing challenges in cooling
large iso-containers to the extreme temperatures needed for liquid helium storage (-269
degrees Celsius) in order to demonstrate the capability to produce and export product form
the facility This approach .
LNG production
LNG production increased by 21.97% to 1,371 tons from the previous quarters production of
1,124 tons reported.
Springbok Solar
In the dispute 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 Mineral and Petroleum Resources
Development Act ("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.
In addition to the High Court proceedings, Tetra4 has simultaneously filed a section 96(1)
appeal with the Department of Mineral Resources against the flawed approval the Solar
Developer obtained, as it only covers gold, silver and uranium and not petroleum, which is
the basis of the dispute.
Liquidity
The Company is working on a comprehensive liquidity solution which should enable the
timely completion of Phase 1 in order to ramp the facility up to name plate capacity .We
anticipate these negotiations being concluded in the coming weeks.
Exploration
The finalisation of integrating the reinterpreted seismics with the aero magnetic and gravity
data into the geological model was undertaken during this period. This work is key, as it forms
the basis for targeting to ensure we optimise targeting for drilling and improve flow with the
new data we have acquired. As with all upstream campaigns, the more data that can be
obtained and analysed, the better the drilling results, which is laying a solid foundation for
Phase 1C.
No drilling was undertaken during the period under review while the data was being analysed
and targets refined.
Licenses and Other Matters
There has been no change to the licences.
ASX Listing rule 5.4.3 –no rights were acquired or disposed, nor were any farm-in or farm-
out agreements entered into during the quarter. The Company has not entered into any farm-
in or farm-out agreements.
ASX Listing rule 5.4.5 -There were payments during the quarter to an associate of, or a
related party of Renergen or an associate of Renergen. These payments totalled ZAR5.899
million and relate to remuneration paid to directors and prescribed officers..
Johannesburg
1 April 2025
Authorised by: Stefano Marani
Chief Executive Officer
Designated Advisor
PSG Capital
To readers reviewing this announcement on the Stock Exchange News Service (SENS), this
announcement may contain graphics and/or images which can be found in the PDF version
posted on the Company's website.
www.renergen.co.za
Rule 5.5
Appendix 5B
Mining exploration entity or oil and gas exploration entity quarterly cash flow report
Name of entity
RENERGEN LIMITED
ABN Quarter ended ("current quarter")
93998352675 28 February 2025
Current Year to date
quarter (12 months)
Consolidated statement of cash flows
ZAR'000 ZAR'000
1. Cash flows from operating activities
1.1 Receipts from customers 19 090 61 483
1.2 Payments for
(a) exploration & evaluation (11) (28)
(b) development - -
(c) production (14 549) (45 936)
(d) staff costs (7 854) (47 821)
(e) administration and corporate costs (34 643) (118 335)
1.3 Dividends received (see note 3) - -
1.4 Interest received 2 364 10 784
1.5 Interest and other costs of finance paid (232) (882)
1.6 Income taxes paid - -
1.7 Government grants and tax incentives - -
1.8 Other (provide details if material) –
- Restricted cash 29 344 31 966
1.9 Net cash used in operating activities (6 491) (108 769)
2. Cash flows from investing activities
2.1 Payments to acquire or for:
(a) entities - -
(b) tenements - -
(c) property, plant and equipment (14 907) (105 482)
(d) exploration & evaluation (2 633) (26 642)
(e) investments - -
(f) other non-current assets – other - -
intangible assets
Current Year to date
quarter (12 months)
Consolidated statement of cash flows
ZAR'000 ZAR'000
2.2 Proceeds from the disposal of:
(a) entities - -
(b) tenements - -
(c) property, plant and equipment 220 220
(d) investments - -
(e) other non-current assets - -
2.3 Cash flows from loans to other entities - -
2.4 Dividends received (see note 3) - -
2.5 Other (provide details if material) - -
2.6 Net cash used in investing activities (17 320) (131 904)
3. Cash flows from financing activities
3.1 Proceeds from issues of equity securities
(excluding convertible debt securities) 39 316 39 316
3.2 Proceeds from issue of convertible debt - -
securities
3.3 Proceeds from exercise of options - -
3.4 Transaction costs related to issues of equity - -
securities or convertible debt securities
3.5 Proceeds from borrowings - 229 640
3.6 Repayment of borrowings (9 489) (467 467)
3.7 Transaction costs related to loans and
borrowings - -
3.8 Dividends paid - -
3.9 Other – lease payments (852) (3 563)
3.10 Net cash used in financing activities 28 975 (202 074)
4. Net increase/(decrease) in cash and
cash equivalents for the period
4.1 Cash and cash equivalents at beginning of
period 23 152 471 075
4.2 Net cash used in operating activities
(item 1.9 above) (6 491) (108 769)
4.3 Net cash used in investing activities
(item 2.6 above) (17 320) (131 904)
4.4 Net cash used in financing activities
(item 3.10 above) 28 975 (202 074)
4.5 Effect of movement in exchange rates on
cash held 1 (11)
4.6 Cash and cash equivalents at end of
period 28 317 28 317
5. Reconciliation of cash and cash
equivalents Current Year to date
at the end of the quarter (as shown in the
quarter (9 months)
consolidated statement of cash flows) to the
ZAR'000 ZAR'000
related items in the accounts
5.1 Bank balances 11 152 11 152
5.2 Call deposits 17 165 17 165
5.3 Bank overdrafts - -
5.4 Other (provide details) - -
5.5 Cash and cash equivalents at end of
quarter (should equal item 4.6 above) 28 317 28 317
6. Payments to related parties of the entity and their associates Current
quarter
ZAR'000
6.1 Aggregate amount of payments to related parties and their
associates included in item 1 5 899
6.2 Aggregate amount of payments to related parties and their
associates included in item 2 -
Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a
description of, and an explanation for, such payments.
7. Financing facilities Total facility Amount drawn
Note: the term "facility' includes all forms of amount at quarter at quarter
financing arrangements available to the end end
entity. ZAR'000 ZAR'000
Add notes as necessary for an
understanding of the sources of finance
available to the entity.
7.1 Loan facilities 1 066 942 1 066 942
7.2 Credit standby arrangements - -
7.3 Other (please specify) - -
7.4 Total financing facilities 1 066 942 1 066 942
7.5 Unused financing facilities available at quarter end -
7.6 Include in the box below a description of each facility above, including the lender, interest
rate, maturity date and whether it is secured or unsecured. If any additional financing facilities
have been entered into or are proposed to be entered into after quarter end, include a note
providing details of those facilities as well.
The US Dollar (US$) denominated loan and debentures included in the amount disclosed
above were translated at a rate of R18.4536/US$1 on 28 February 2025.
DFC Loan
Tetra4 entered into a US$40.0 million finance agreement with the US International
Development Finance Corporation ("DFC") on 20 August 2019 ("Facility Agreement"). The
first draw down of US$20.0 million took place in September 2019, the second draw down of
US$12.5 million in June 2020 and the final drawdown of US$7.5 million on 28 September
2021. Tetra4 shall, and has been repaying 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 Tetra4's assets, land and the Debt Service Reserve Account.
The first drawdown of $20.0 million attracts interest of 2.11% per annum. Interest on the
second and final drawdowns is 1.49% and 1.24% per annum, respectively. Interest is
payable by Tetra4 to the DFC quarterly on 15 February, 15 May, 15 August and 15
November of each year ("Repayment Dates") for the duration of the loan. Qualifying interest
attributable to assets under construction, within property, plant and equipment, is capitalised
in line with the Group policy. Interest accrued during the quarter totalled US$0.13 million
(R2.4 million).
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 accrued
guarantee fees totalling US$0.30 million (R5.4 million) during the quarter.
A commitment fee of 0.5% per annum was payable by Tetra4 to the DFC on any
undisbursed amounts under the Facility Agreement. Commitment fees were payable
quarterly on the Repayment Dates. There was no maintenance fee due during the quarter.
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, and commenced on
15 November 2020. The maintenance fee covers administrative costs relating to the loan.
There were no maintenance fees during the quarter.
As of 28 February 2025, the outstanding principal amount of the DFC loan stood at
US$29.60 million (R546.39 million).
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 (4) 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 (4) consecutive full fiscal
quarters of not less than 1.3 to 1.
(c) Tetra4 is required to ensure that the Debt Service Reserve Account is funded in the
aggregate of all amounts due to the DFC within the next 6 months.
The covenants in a) and b) will apply from 15 August 2025. At 28 February 2025, Tetra4 is
in breach of the covenant under c) above and is in the process of obtaining a waiver from
the DFC to address the default. Tetra4 however believes that it will be able to comply with
the covenants throughout the tenure of the loan.
To preserve cash resources prior to completing the fund raising for Phase 1C, Tetra4
engaged with the DFC and sought their approval beforehand to not remit the quarterly
instalment for February 2025, nor maintain the prescribed balance in the Debt Service
Reserve Account. Given however, that the formal waiver has not yet been received, along
with the SBSA loan calling for an additional capital injection, a technical event of default was
constituted. The impending receipt of consents with waivers, should imminently resolve the
technical defaults.
IDC loan
Tetra4 entered into a R160.7 million loan agreement with the Industrial Development
Corporation ("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
June 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%
(14.50% on 28 February 2025) and is secured by a pledge of Tetra4's assets under
construction, land and the Debt Service Reserve Account. The IDC loan outstanding on 28
February 2025 amounted to R160.6 million and interest accrued during the quarter amounted
to R5.9 million. Qualifying interest attributable to assets under construction, within property,
plant and equipment, is capitalised in line with the policy of the Group.
The following debt covenants apply to the IDC loan:
a) Tetra4 is required to maintain the same financial and reserve tail ratios, and Debt Service
Reserve Account as mentioned under the DFC loan.
b) In addition, Tetra4 shall not make any shareholder dividend distribution, repay any
shareholders' loans and/or pay any interest on shareholders' loans or make any payments
whatsoever to its shareholders without the IDC's prior written consent, if:
- Tetra4 is in breach of any term of the loan agreement; or
- 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 quarter and believes that it will be able to comply with the
covenants throughout the tenure of the loan.
Tetra4 also maintains a Debt Service Reserve Account with respect to the IDC loan.
"Reserve Tail Ratio" means for any calculation date, the quotient obtained by dividing (a) all
of the Borrower's remaining Proved Reserves as of such calculation date by (b) all of the
Borrower's Proved Reserves as of the date of the Facility Agreement.
Molopo loan
Tetra4 entered into a R50.0 million loan agreement with Molopo on 11 May 2014. The loan
term was for an initial period of 10 financial years and 6 months which commenced on 1 July
2014 (was repayable on 31 August 2024). During this period, the loan was unsecured and
interest free. 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 utilising a maximum of 36% of the distributable profits in order
to pay the dividend. It is not expected that the loan will be repaid in the next 12 months given
the unavailability of distributable profits based on Tetra4's most recent forecasts. As such, the
loan is classified as long term. The loan accrued interest amounting to R1.6 million for the
quarter (at an average rate of 13.17%). The Molopo loan outstanding on 28 February 2025
amounted to R53.2 million.
Molopo has purported to cancel the loan agreement for an alleged breach of a condition
during the execution of the Mahlako 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.
Unsecured Convertible Debentures
Renergen entered into a US$7.0 million unsecured convertible debenture subscription
agreement ("Subscription Agreement") with AIRSOL SRL ("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$4.0 million. This
transaction is linked to the Nasdaq IPO.
The debentures initially had a maturity date of 28 February 2025, which has been extended
to 31 August 2025, and accrue interest at a rate of 13% per annum, calculated and
compounded semi-annually on the outstanding principal amount. Interest is payable on 28
February and 31 August of each year during the term of the debentures.
On maturity, the debentures can be settled in cash or converted to shares in Renergen at a
conversion rate to be determined by dividing the outstanding principal amount by the
conversion price. The conversion price has been agreed as follows:
• If the Nasdaq IPO has not been completed before the maturity date of the debentures,
the conversion price will be 90% of the 30-day volume weighted average traded price of
Renergen shares on the Johannesburg Stock Exchange.
• If the Nasdaq IPO has occurred before the maturity date of the debentures, and the
shares to be issued are Renergen shares admitted to trading on the JSE, the conversion
price with be 90% of the Rand equivalent of the deemed US$ 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)
and interest for the quarter amounted to US$0.46 million (R8.4 million).
SBSA Loan
Renergen obtained a R155.0 million secured loan from Standard Bank of South Africa Limited
("SBSA") on 30 August 2024 ("SBSA Loan"). The first draw down of R103.3 million occurred
on 31 August 2024 and the second draw down of R51.7 million occurred on 17 October 2024.
Proceeds were used to fund the working capital and expansion of the Virginia Gas Project.
Part of the proceeds of the SBSA Bridge Loan were also used to pay transaction costs
attributable to the loan arrangement.
The SBSA Loan accrues interest at a rate linked to 3-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 Renergen proposed 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 ("MACT") an associate of Mr Stefano Marani, have
entered into cession and pledge agreements ("Pledges") with SBSA, in terms of which CRT
and MATC shares in Renergen have been pledged and ceded as security, but remain in CRT
and MATC's possession unless called and are not subject to margin calls, collectively 17 314
575 Renergen ordinary shares ("Pledged Shares"), to and in favour 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.
8. Estimated cash available for future operating activities ZAR'000
8.1 Net cash generated from operating activities (item 1.9) (6 491)
8.2 Payments for exploration and evaluation classified as investing
(2 633)
activities) (item 2.1(d))
8.3 Total relevant outgoings (item 8.1 + item 8.2) (9 124)
8.4 Cash and cash equivalents at quarter end (item 4.6) 28 317
8.5 Unused finance facilities available at quarter end (item 7.5) -
8.6 Total available funding (item 8.4 + item 8.5) 28 317
8.7 Estimated quarters of funding available (item 8.6 divided by
3,1
item 8.3)
Note: if the entity has reported positive relevant outgoings (ie a net cash inflow) in item 8.3,
answer item 8.7 as "N/A". Otherwise, a figure for the estimated quarters of funding available
must be included in item 8.7.
8.8 If item 8.7 is less than 2 quarters, please provide answers to the following questions:
8.8.1 Does the entity expect that it will continue to have the current level of net operating
cash flows for the time being and, if not, why not?
Answer: N/A
8.8.2 Has the entity taken any steps, or does it propose to take any steps, to raise further
cash to fund its operations and, if so, what are those steps and how likely does it
believe that they will be successful?
Answer: N/A
8.8.3 Does the entity expect to be able to continue its operations and to meet its business
objectives and, if so, on what basis?
Answer: N/A.
Note: where item 8.7 is less than 2 quarters, all of questions 8.8.1, 8.8.2 and 8.8.3 above
must be answered.
Compliance statement
1 This statement has been prepared in accordance with accounting standards and policies which
comply with Listing Rule 19.11A.
2 This statement gives a true and fair view of the matters disclosed.
Date: 1 April 2025
Authorised by: By the Board
(Name of body or officer authorising release – see note 4)
Notes
1. This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the
entity's activities for the past quarter, how they have been financed and the effect this has had on its cash position. An
entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is
encouraged to do so.
2. If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions
in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash
Flows apply to this report. If this quarterly cash flow report has been prepared in accordance with other accounting
standards agreed by ASX pursuant to Listing Rule 19.11A, the corresponding equivalent standards apply to this report.
3. Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities,
depending on the accounting policy of the entity.
4. If this report has been authorised for release to the market by your board of directors, you can insert here: "By the board".
If it has been authorised for release to the market by a committee of your board of directors, you can insert here: "By the
[name of board committee – eg Audit and Risk Committee]". If it has been authorised for release to the market by a
disclosure committee, you can insert here: "By the Disclosure Committee".
5. If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as
complying with recommendation 4.2 of the ASX Corporate Governance Council's Corporate Governance Principles and
Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial
records of the entity have been properly maintained, that this report complies with the appropriate accounting standards
and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a
sound system of risk management and internal control which is operating effectively.
Date: 01-04-2025 08:00:00
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