Tlou Energy : APPENDIX 3B

Proposed issue of securities

Announcement Summary

Entity name

TLOU ENERGY LIMITED

Announcement Type

New announcement

Date of this announcement

12/5/2023

The Proposed issue is:

A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
TOU	ORDINARY FULLY PAID	304,156,361
Ex date
17/5/2023
+Record date
18/5/2023
Offer closing date
8/6/2023

Issue date

15/6/2023

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

TLOU ENERGY LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2	Registered Number Type	Registration Number
ABN	79136739967
1.3	ASX issuer code
TOU

1. The announcement is New announcement
2. Date of this announcement

12/5/2023

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is: + Non-renounceable

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Proposed issue of securities

Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis?

No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

TOU : ORDINARY FULLY PAID

Is the proposed security a 'New	Will the proposed issue of this
class' (+securities in a class that is	+security include an offer of
not yet quoted or recorded by ASX)	attaching +securities?
or an 'Existing class' (additional	No
securities in a class that is already
quoted or recorded by ASX)?
Existing class

Details of +securities proposed to be issued

If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No

ASX +security code and description

TOU : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities to be issued

For a given quantity of +securities held

4	11
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Proposed issue of securities

What will be done with fractional entitlements?

Maximum number of +securities proposed to be issued (subject to rounding)

Fractions rounded down to the nearest 304,156,361 whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be made?

What is the offer price per +security for the retail offer?

AUD - Australian Dollar

AUD 0.03500

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

Yes

Describe the limits on over-subscription

Eligible Shareholders and Eligible Depositary Interest Holders may do any of the following:

1. take up their full Entitlement under the Offer;
2. take up their full Entitlement under the Offer and apply for Additional Shares (or, for Eligible Depositary Interest Holders, Depositary Interests in respect of such Additional Shares);
3. partially take up their Entitlement and allow the balance to lapse; or
4. decline to take up their Entitlement by taking no action.

Will a scale back be applied if the offer is over-subscribed?

Yes

Describe the scale back arrangements

The allocation of the Additional Shares will be at the discretion of the Board. See section 1.11 of Prospectus

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

Yes

Part 3C - Timetable

3C.1 +Record date

18/5/2023

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3C.2 Ex date

17/5/2023

3C.4 Record date

18/5/2023

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

23/5/2023

3C.6 Offer closing date

8/6/2023

3C.7 Last day to extend the offer closing date

5/6/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

9/6/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

15/6/2023

3C.12 Date trading starts on a normal T+2 basis

16/6/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

20/6/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No

3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

ILC Investments Pty Ltd, an entity controlled by Dr Ian Campbell.

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

The Offer is partially underwritten for A$5 million, (representing a maximum of 142,857,142 New Shares).

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

The Underwriter is not receiving and fee, commission or other consideration for acting as underwriter. Further details of the Underwriter who is an existing substantial shareholder can be found in sections 3.7 and 6.1 of the Prospectus.

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