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”)



SUBSCRIPTION OF SHARES IN TETRA4


1.   INTRODUCTION

Renergen is pleased to announce the conclusion of an investment in Tetra4 Proprietary
Limited (“Tetra4”), the Company’s primary asset (the Virginia Gas Project), by Mahlako Gas
Energy Proprietary Limited (“MGE”). The investment will provide an injection of R550 million
into the Company and its subsidiaries within 20 business days from conclusion of the
procedural conditions precedent, which funds will contribute to the further development of the
Virginia Gas Project, and in return MGE will own 5.5% of the equity in Tetra4 once all the
investment proceeds have been fully invested for the development of Phase 2. The transaction
was initiated several months ago, and following significant due diligence covering all aspects
of the business and markets in which the Company operates, the parties reached agreement.

MGE is comprised of two investors, namely Mahlako Energy Fund and Thirdway Investment
Partners, both of which bring significant experience to the Company, while adding strong
synergies in the rapidly advancing energy sector in South Africa.

This groundbreaking transaction sees the Virginia Gas Project bolster its ownership by black
women, furthering the Company’s commitment to advancing economic transformation not only
in the South African economy, but also importantly in the country’s just energy transition at
this time when the country is facing a significant energy crisis. The Virginia Gas Project not
only increases the availability of domestically produced energy, thus reducing reliance on
imported energy, but also adds a new source of cleaner energy to the mix.

Part of the proceeds will see the repayment of the Standard Bank bridge loan and marks the
beginning of the equity transactions relating to Phase 2, which is anticipated to continue over
the coming months, which may include, inter alia, additional transactions at the Tetra4 level
combined with a capital raise at the Renergen level.

"As Mahlako Energy Fund, we are proud to join forces with Renergen in this groundbreaking
partnership. Our investment not only signifies our confidence in the Virginia Gas Project but
also reflects our commitment to fostering economic transformation and diversity in the energy
sector. Together, we embark on a journey towards a cleaner energy future for South Africa,"
said Meta Mhlarhi, Principal of the Mahlako Energy Fund.

“We recognise the pivotal role that sustainable energy plays in shaping the future. We are
excited about the opportunities ahead and the positive impact and contribution our partnership
will have in the energy transition and security for the country,” said Makole Mupita, Principal
of the Mahlako Energy Fund. “This is a testament to how the savings industry can mobilise to
address the energy security in South Africa. We are grateful to all our investors.”

”As a child who grew up from humbling beginnings in the Free State, I am more proud of how
this investment/partnership will benefit the people of the Free State in terms of job creation
and enterprise development and the enormous multiplier effect. It is humbling to be able to
give back and to meaningfully invest in projects with such visible impact,” said John Oliphant,
Chairman and co-founder of Thirdway Investment Partners.

Following this transaction, Renergen will be left with a 94.5% stake in Tetra4.

“We welcome our new partners and look forward to the immense value they will bring to the
Company vis a vis investment synergy in the energy sector as we embark on this important
step forward”, said CEO Stefano Marani.

2.   TRANSACTION DETAILS

In terms of the agreement entered into by the parties (“Agreement”) MGE (the beneficial
owners of which are Mahlako Energy Fund and Thirdway Investment Partners) will acquire
and subscribe for sufficient new Tetra4 A ordinary shares, a new class of shares (“Shares”),
to ensure that MGE will own 5.5% of Tetra4 for the combined consideration of R550 million
(“Transaction Consideration”) (“Transaction”). Until such time as Renergen has raised
sufficient equity for the development of Phase 2, as set out in the Phase 2 budget, MGE’s
shareholding in Tetra4 will not dilute.


3.   SUBJECT OF THE TRANSACTION

     Tetra4 is Renergen’s operating company which holds South Africa’s first and only onshore
     petroleum production right and is the entity developing the Virginia Gas Project.


4.   RATIONALE FOR THE TRANSACTION

     Renergen’s stated objective is to commence the construction of Phase 2 and as part of
     this objective additional funding is required. The Transaction forms part of the overall
     strategy and equity contribution to meet the Phase 2 funding requirements.


5.   APPLICATION OF THE TRANSACTION CONSIDERATION

     The Transaction Consideration will be used partly to settle Group debt and partly to further
     develop Phase 2.
6.   CONDITIONS PRECEDENT

     The Transaction is subject to the fulfilment of the following outstanding conditions
     precedent (“Conditions Precedent”):

        •   Tetra4 receiving a consent and waiver from the US Development Finance
            Corporation (“DFC”) in respect of claims against a Phase 1 supplier;
        •   Tetra4 and Renergen receiving consent from the DFC to conclude and implement
            the Agreement;
        •   Tetra4 having converted all Renergen shareholder loans into additional Tetra4
            ordinary shares held by Renergen;
        •   MGE confirming to Tetra4 that its co-investors have been informed of the
            provisions of the Agreement;
        •   all security documents are in place; and
        •   other administrative conditions that are customary for a transaction of this nature,
            including inter alia the creation of the Shares.

     The Conditions Precedent must be fulfilled by not later than 31 March 2024, which date
     may be extended by the parties in writing.

7.   EFFECTIVE DATE OF THE TRANSACTION

     Delivery and payment in respect of the Transaction will take place on the 20th business
     day following the date on which the last outstanding Condition Precedent is fulfilled
     (“Effective Date”).
     .

8.   FINANCIAL INFORMATION

     The value of the negative net assets comprising Renergen’s shareholding in Tetra4 as at
     28 February 2023, being the date of the last audited annual financial statements of the
     Group, was R216 million.

     The audited loss after tax attributable to Tetra4 for the year ended 28 February 2023, was
     R1.04 million based on the audited annual financial statements of Tetra4 which were
     prepared in terms of the International Financial Reporting Standards.


9.   WARRANTIES AND OTHER SIGNIFICANT TERMS OF THE AGREEMENT

     The Agreement contains representations and warranties by the Company and Tetra4 in
     favour of MGE including provisions relating to specially protected matters, funding and
     other shareholder matters at a Tetra4 level, which are standard for a transaction of this
     nature.

     Renergen has granted MEF an option to sell the Shares to Renergen on the occurrence
     of the following events:

             •   An unremedied material breach of the Agreement;
             •   Tetra4 failing to comply with those IFC Performance Standards on
                 Environmental and Social Sustainability applicable to Tetra4 in force as at the
                 Effective Date;
            •   Tetra4 engaging in certain prohibited activities including inter alia forced or
                child labour, cross border trade in waste products, pornography, racist or anti-
                democratic media;
            •   Tetra4 entering into discussions for the conclusion of a transaction listed on
                the consolidated United Nations Security Council Sanctions List maintained
                by the United Nations Security Council from time to time;
            •   Renergen ceasing to hold 50% or more of the issued shares in Tetra4; and
            •   The relevant authorities revoking Tetra4’s environmental authorisation
                granted on 13 July 2023.

        The exercise of the option shall be subject to and in compliance with the relevant
        provisions of the JSE Listings Requirements.


        Tetra4 shall, not later than three business days prior to the Effective Date, deliver a
        supplementary disclosure letter and copies of all supporting documents to MGE.
        Should this supplementary disclosure letter disclose any fact, matter or circumstance
        which, in MGE’s sole discretion, has a material adverse effect on the business,
        prospects and/or financial position of Tetra4 or MGE’s decision to enter into the
        transaction, then MGE shall be entitled, on written notice to Tetra4 at any time after
        the date of receipt of the supplementary disclosure letter and prior to the intended
        Effective Date, to terminate the Agreement with immediate effect, and no other party
        shall have any claim whatsoever against MGE as a consequence.



10. CLASSIFICATION OF THE TRANSACTION

    As the Transaction involves the issue of shares by a subsidiary of the Company, and
    based on the value of the Transaction Consideration, it is deemed to be a category 2
    disposal in terms of the JSE Listings Requirements.



Johannesburg
27 December 2023
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

For all media relations please contact:
investorrelations@renergen.co.za
For all US investors and media relations please contact:
Georg Venturatos / Jared Gornay – Gateway Group, (949) 574-3860
Ren@gateway-grp.com