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")




SUCCESSFUL ACCELERATED BOOKBUILD OFFERING




THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND
IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR ANY
OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL



Renergen is pleased to announce the successful placement of 4 600 000 newly issued ordinary shares
(the "Placing Shares") in the authorised but unissued share capital of the Company (the "Placing").
The Placing was well supported by existing and new South African-based investors, leading to the book
closing comfortably oversubscribed. The Placing Shares were issued at ZAR24.00 per Placing Share,
representing a 6.5% discount to the pre-launch closing price of ZAR25.68 as at Monday, 6 February
2023.

The Placing will be settled on Friday, 10 February 2023.

Including the Placing, in aggregate, Renergen has issued 12 879 180 shares under its general authority
to issue shares for cash, which was approved by shareholders at the Company’s annual general
meeting held on Friday, 17 June 2022 (“General Authority”).

Johannesburg
7 February 2023

Authorised by: Stefano Marani
Chief Executive Officer

Bookrunner
The Standard Bank of South Africa Limited

Designated Advisor
PSG Capital

For Australian Investors & Media, contact
Citadel-MAGNUS, Cameron Gilenko, 0466 984 953
For South African media queries, contact
Mandy Stuart +2784 606 7200
+2710 045 6007
www.renergen.co.za


IMPORTANT NOTICE

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or
indirectly in or into the United States, Canada, Japan or any jurisdiction in which it would be unlawful to
do so. The distribution of this announcement may be subject to specific legal or regulatory restrictions
in certain jurisdictions and persons into whose possession any document or other information referred
to herein comes should inform themselves about and observe any such restriction. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The
Company assumes no responsibility in the event there is a violation by any person of such restrictions.

In South Africa, the Placing will only be made by way of separate private placements to: (i) selected
persons falling within one of the specified categories listed in section 96(1)(a) of the South African
Companies Act; and (ii) selected persons, acting as principal, acquiring Placing Shares for a total
acquisition cost of ZAR1,000,000 or more, as contemplated in section 96(1)(b) of the South African
Companies Act ("South African Qualifying Investors").

This announcement is only being made available to such South African Qualifying Investors.
Accordingly: (i) the Placing is not an "offer to the public" as contemplated in the South African
Companies Act; (ii) this announcement does not, nor does it intend to, constitute a "registered
prospectus" or an "advertisement", as contemplated by the South African Companies Act; and (iii)
no prospectus has been filed with the South African Companies and Intellectual Property Commission
("CIPC") in respect of the Placing. As a result, this announcement does not comply with the substance
and form requirements for a prospectus set out in the South African Companies Act and the South
African Companies Regulations of 2011, and has not been approved by, and/or registered with, the
CIPC, or any other South African authority.

Any forwarding, distribution, reproduction, or disclosure of any information contained in this
announcement in whole or in part is unauthorised. Failure to comply with these restrictions may
constitute a violation of the United States Securities Act of 1933, as amended (the "Securities Act"),
or the applicable laws of other jurisdictions. Subject to certain exceptions, the securities referred to in
this announcement may not be offered or sold in the United States, Canada, Japan or certain other
jurisdictions or for the account or benefit of any national resident or citizen of certain jurisdictions.

The information contained in this announcement constitutes factual information as contemplated in
section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 2002 (the "FAIS
Act") and should not be construed as an express or implied recommendation, guide or proposal that
any particular transaction in respect of the Placing Shares or in relation to the business or future
investments of the Company, is appropriate to the particular investment objectives, financial situations
or needs of a prospective investor, and nothing in this announcement should be construed as
constituting the canvassing for, or marketing or advertising of, financial services in South Africa. The
Company is not a financial services provider licensed as such under the FAIS Act.

In terms of the Exchange Control Regulations of South Africa, any share certificates that might be
issued to non-resident shareholders will be endorsed "Non-Resident". Any new share certificates,
dividend and residual cash payments based on emigrants’ shares controlled in terms of the Exchange
Control Regulations, will be forwarded to the Authorised Dealer controlling their remaining assets. The
election by emigrants for the above purpose must be made through the Authorised Dealer controlling
their remaining assets. Such share certificates will be endorsed Non-Resident. Dividend and residual
cash payments due to non-residents are freely transferable from South Africa. Nothing in this
announcement should be viewed, or construed, as "advice", as that term is used in the South African
Financial Markets Act, 2012, and/or the FAIS Act by the Bookrunner.

This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe
for securities in the United States, Canada, Japan or any jurisdiction in which such offer, solicitation or
sale would be unlawful. The ordinary shares may not be offered or sold in the United States unless
registered under the Securities Act or offered pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The ordinary shares have not been, and
will not be, registered under the Securities Act or under the applicable securities laws of Canada or
Japan. Subject to certain exceptions, the ordinary shares referred to herein may not be offered or sold
in Canada or Japan, or for the account or benefit of, any national, resident or citizen of Canada or
Japan. There will be no public offer of securities in the United States, Canada or Japan.

Any offering of the Placing Shares to be made (i) in the United States will be made only to a limited
number of qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities
Act and, (ii) outside the United States in offshore transactions within the meaning of, and in reliance on,
Regulation S under the Securities Act. QIBs purchasing shares will be required to execute an investor
letter in a form provided to it and deliver the same to the Bookrunner or one of its affiliates and to the
Company in connection with its investment.

This announcement is for information purposes only and in Member States of the European Economic
Area is directed only at persons who are qualified investors (as defined in Regulation (EU) 2017/1129.
In the United Kingdom, this announcement is directed only at qualified investors who are also either:
investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or high net worth entities falling within article 49(2)(a)
to (d) of the Order, or are otherwise persons to whom it may lawfully be communicated.

The Bookrunner and its respective affiliates is acting solely for the Company and no one else in
connection with the Placing and will not be responsible to anyone other than the Company for providing
the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other
matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may
be imposed on the Bookrunner or its affiliates by its regulatory regimes, the Bookrunner nor any of its
affiliates accepts any responsibility whatsoever for the contents of the information contained in this
announcement or for any other statement made or purported to be made by or on behalf of such
Bookrunner or any of its affiliates in connection with the Company, the Placing Shares or the Placing.
The Bookrunner and its affiliates accordingly disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements
or other information contained in this announcement and no representation or warranty, express or
implied, is made by the Bookrunner or any of its affiliates as to the accuracy, completeness or sufficiency
of the information contained in this announcement.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company or the Bookrunner that would permit
an offering of such shares or possession or distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the Company and the
Bookrunner to inform themselves about, and to observe, such restrictions.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock
exchange other than the JSE, ASX or A2X.

Persons who are invited to and who choose to participate in the Placing by making an offer to take up
Placing Shares, will be deemed to have read and understood this announcement in its entirety and to
be making such offer on the terms and conditions, and to be providing the representations, warranties,
acknowledgements and undertakings, contained herein. Each such placee represents, warrants and
acknowledges that it is a person eligible to subscribe for the Placing Shares in compliance with the
restrictions set forth herein and applicable laws and regulations in its home jurisdiction and in the
jurisdiction (if different) in which it is physically resident.

This announcement has been issued by and is the sole responsibility of Renergen. The financial
information included in this announcement has not been reviewed or reported on by the Company’s
external auditors. No representation or warranty express or implied, is or will be made as to, or in relation
to, and no responsibility or liability is or will be accepted by the Bookrunner or by any of its affiliates or
partners, directors, officers, employees or agents as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefore is expressly disclaimed.

NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF THE PLACING
SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE COMPANY HAS NOT
AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN RELATION TO THE PLACING
SHARES.

FORWARD LOOKING INFORMATION

This announcement contains (or may contain) certain forward-looking statements with respect to certain
of Renergen’s plans and its current goals and expectations relating to its future financial condition and
performance and which involve a number of risks and uncertainties. Renergen cautions readers that no
forward-looking statement is a guarantee of future performance and that actual results could differ
materially from those contained in the forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and circumstances a
number of which are beyond Renergen's control. These forward-looking statements reflect Renergen’s
judgement at the date of this announcement and are not intended to give any assurance as to future
results. Except as required by the JSE, ASX or applicable law, Renergen, the Bookrunner and its
affiliates expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any forward looking statements contained in this announcement to reflect any changes in the
Company’s expectations with regard thereto or any changes in events, conditions or circumstances on
which any such statement is based. For further information on Renergen, investors should review the
Company’s Annual Report hosted at https://www.renergen.co.za/renergen-investor-centre/financial-
reporting/.