Botala Energy Ltd

ABN 41 626 751 620

Interim Report - 31 December 2023

Botala Energy Ltd Directors' report 31 December 2023

The Directors present their report, together with the financial statements, on the consolidated entity ('Group') consisting of Botala Energy Ltd ('Botala', the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the half-year ended 31 December 2023.

Directors

The following persons were Directors of Botala Energy Ltd during the whole of the financial half-year and up to the date of this report, unless otherwise stated:

Dr Wolf Gerhard Martinick

Director and Chairman

Mr Craig Basson

Director, Chief Financial Officer and Company Secretary

Mr Peter Desmond Grant

Non-executive Director

The Directors have been in office since the start of the financial year to the date of this report.

Mr Kris Francis Martinick is the Company's CEO.

Principal activities

The principal activity of Botala during the period was focused on coal-bed methane (CBM) exploration and development of renewable energy in Botswana.

No significant changes to the nature of Botala's activity occurred during the financial period.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial half-year.

Review of operations

The loss for the Group after providing for income tax amounted to $990,679 (31 December 2022: $663,336).

A review of Botala's operations during the financial period, and the results of those operations, is as follows:

Fund Raising

Botala completed an A$805,000 Institutional Placement in September 2023 to advance it's drilling and flow-testing programmes. The Botala Board participated in this placement with an investment of A$525,000 in November 2023.

In addition, Botala secured A$2.4 million through an oversubscribed placement in December 2023, receiving strong backing from both new and existing investors, of which A$1,658,200 was receipted at 31 December 2023. This additional financial injection, with the issue price representing an 8.4% premium to the 10-day VWAP, is earmarked to support the completion of the commercial pilot programme and planning of renewable energy projects, including a Solar Panel Manufacturing Plant in Botswana. The Botala Board participated in the second placement by contributing A$775,000 which is subject to shareholder approval.

Dual Listing on the Botswana Stock Exchange

During the period Botala completed a dual listing on the Botswana Stock Exchange (BSE) by way of introduction to the BSE Foreign Main Board, effective 22 November 2023. This strategic move broadens Botala's investor base and enhances liquidity. Botala will adhere to the ASX Listing Rules for all announcements on the ASX and BSE. Botala's shares are tradeable on both the ASX and BSE, with Computershare Investor Services Pty Ltd overseeing reconciliation of share registers between the two exchanges.

Botala appointed Imara Capital Securities (Pty) Ltd as its sponsor and sponsoring broker on the BSE. A waiver from the BSE was received, eliminating the need for a public offer of shares concurrent with the dual listing.

Drilling

During the period Botala commenced its inaugural Commercial Pilot Programme, Project Pitse. Project Pitse is a 5-Pilot Well programme around the Serowe 3-1 well (formally Serowe-3). The decision to proceed with drilling four additional wells was based on continuing build-up of gas at Serowe 3-1 which was subsequently flared. The temporary gas flow indicated the coals are at their desorption pressure point and demonstrated good permeability. Serowe 3-1 successfully flared for 22 minutes measuring a change in pressure of 22psi. The test on this well was 'open hole' meaning that the well is open to all three coal seams in the area. All well testing on Project Pitse going forward will be part of developing Project Pitse for commercial production.

1

Botala Energy Ltd Directors' report 31 December 2023

Botala completed three of the four planned Pilot Wells. Drilling of the remaining well was deferred to the new year after core sampling. The three wells intercepted significant coal sections, with Serowe 3-2,3-3 and 3-5 intercepting 35M, 24M and 31M respectively of net coal across the targeted 3 seams. Successful completion of these wells on time and under budget underscores Botala's operational efficiency and the high potential of the Serowe CBM gas project.

The Serowe Coal Seam (the primary target) showed the same characteristics as the initial Serowe 3-1 well. The logging results extend the area of the targeted coals in the upper seams within Botala's ~420,000ha tenement area.

Project Pitse, as Botala's first Commercial Pilot Project, demonstrated promising results with Serowe 3-1's initial flaring producing an unstabilised peak flow rate of 42 thousand standard cubic feet of CBM per day. This bolsters confidence in achieving the target commercial flow rate from the 5-well cluster.

Geophysical surveys

Botala completed geophysical surveys over the exploration well sites. The objective being to identify and avoid small faults, fractures and igneous intrusions not identified on Botala's regional database. Logging results provided important information and improved the understanding of geophysical structures and ensured suitable positioning of Botala's well locations.

EIA progress and stakeholder engagement

Environmental approval was expected from the Department of Environmental Affairs (DEA) via an Environmental Impact Assessment (EIA) in December (and subsequently granted in early January 2024) for commercial development of the Serowe CBM gas field, complete with on-site compression and liquefication of CBM into Compressed and Liquefied Natural Gas (CNG and LNG), and a ~100km pipeline to deliver CBM from the gasfield to the proposed Leupane Energy Hub and Industrial Park near the town of Palapye, on Botala's 1520ha sublease from the local community based Ngwato Development Trust.

Botala's EIA for development of its Serowe Energy Hub is in the final stages of appraisal by DEA. This requests approval for establishment of a standalone 4MW solar farm to supply electricity to Botswana Power Corporations (BPC) substation in Serowe, plus a 10MW solar/10MW CBM gas hybrid power plant that will also feed into BPC's local grid; storage and distribution facilities for LNG to be produced from CBM; offices, workshops and storage facilities; and a small market gardening operation to generate additional employment.

The EIA for development of Botala's Leupane Energy Hub and Industrial Park is also at an advanced stage of appraisal by DEA. This seeks approval for the staged development of a 700MW solar/gas hybrid plant, and further LNG facilities, development of an Industrial Park with access to reliable and affordable electricity, a solar panel manufacturing plant, and a mineral beneficiation plant to annually process 450,000 tonnes of copper concentrates. Botala's interest in the mineral beneficiation plant, should it be developed, is to provide land identified in an independent separate prefeasibility study as a suitable site for such a plant, environmental approvals, and gas and electricity for mineral processing.

Solar energy and renewables

During the period Botala further developed its relationship with Solar Finland Ltd (Solar Finland) to jointly investigate providing photovoltaic (PV) panels for future solar developments and complete a business model to establish a PV panel manufacturing plant in Botswana. This is in line with the Botswana's aspirations to develop new high technology manufacturing industries in Botswana.

Botala and Solar Finland have developed a business case for establishing a PV panel manufacturing plant in Botswana. Botala secured an Economic Zone Licence for this plant on its Leupane Energy Hub and Industrial Park, giving it significant taxation and tariff benefits. The companies have focused on identifying potential partners and customers to rapidly grow the solar and energy business.

2

Botala Energy Ltd Directors' report 31 December 2023

Schedule of leases at 31 December 2023

All CBM licences within Botswana are in good standing having satisfied the required commitments.

PL Number

Expiry Date

Status

016/2018

31/03/2025

Current

018/2018

31/03/2025

Current

019/2018

31/03/2025

Current

356/2018

30/09/2025

Current

357/2018

30/09/2025

Current

400/2018

30/09/2025

Current

055/2021

31/03/2024

Being reviewed

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the Group during the financial half-year.

Matters subsequent to the end of the financial half-year

The following matters were announced to the market subsequent to the end of the period:

  • Environmental approval for the development of CBM was granted by the Department of Environment in January 2024.
  • Coring and desorption testing programme commenced at Project Pitse in February 2024, with the geophysics campaign for three exploration wells completed.
  • On 23 January 2024, A$375,000 was receipted by the Company for a share capital application totalling A$750,000, with the remaining A$375,000 being receipted on 8 March 2024.

No other matter or circumstance has arisen since 31 December 2023 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

Likely developments and expected results of operations

Likely developments in the operations of Botala, and the expected results of those operations in future financial periods, have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to Botala.

Environmental Issues

Botala's operations are not regulated by any significant environmental regulation under a law of the Commonwealth of Australia, or of a State or Territory in Australia.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this Directors' report.

This report is made in accordance with a resolution of Directors, pursuant to section 306(3)(a) of the Corporations Act 2001.

On behalf of the Directors

___________________________

Wolf Gerhard Martinick

Executive Chairman

12 March 2024

3

AUDITOR'S INDEPENDENCE DECLARATION

As lead auditor for the review of the consolidated financial report of Botala Energy Ltd for the half- year ended 31 December 2023, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  1. the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
  2. any applicable code of professional conduct in relation to the review.

Perth, Western Australia

B G McVeigh

12 March 2024

Partner

Botala Energy Ltd

Contents

31 December 2023

Condensed consolidated statement of profit or loss and other comprehensive income

6

Condensed consolidated statement of financial position

7

Condensed consolidated statement of changes in equity

8

Condensed consolidated statement of cash flows

9

Notes to the condensed consolidated financial statements

10

Directors' declaration

22

Independent auditor's review report to the members of Botala Energy Ltd

23

General information

The financial statements cover Botala Energy Ltd as a Group consisting of Botala Energy Ltd and the entities it controlled at the end of, or during, the half-year. The financial statements are presented in Australian dollars, which is Botala Energy Ltd's functional and presentation currency.

Botala Energy Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are:

Registered office

Principal place of business

24 Hasler Road, Osborne Park WA 6017

Unit 2, 22 Mounts Bay Road, Crawley WA 6009

A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of Directors, on 12 March 2024.

5

Botala Energy Ltd

Condensed consolidated statement of profit or loss and other comprehensive income

For the half-year ended 31 December 2023

Consolidated

31 December 31 December

Note

2023

2022

$

$

Other income

Interest received

17,250

43,843

Expenses

Share of loss of equity accounted investee

6

(495,618)

(167,469)

Employee benefits expense

(136,643)

(300,948)

Finance costs

(37,395)

(2,900)

Consultancy costs

(104,978)

(33,544)

Marketing costs

(13,914)

(48,113)

Depreciation

(8,045)

-

Administration costs

(211,336)

(107,818)

Loss before income tax (expense)

(990,679)

(616,949)

Income tax (expense)

4

-

(46,387)

Loss after income tax (expense) for the half-year attributable to the owners of

Botala Energy Ltd

(990,679)

(663,336)

Other comprehensive (loss)/income

Items that will not be reclassified subsequently to profit or loss

Gain on the revaluation of equity instruments at fair value through other

comprehensive income, net of tax

-

30,952

Joint venture foreign currency translation

145,337

(41,648)

Exchange differences arising on translation of foreign

operations

3,614

-

Other comprehensive (loss)/income for the half-year, net of tax

148,951

(10,696)

Total comprehensive (loss) for the half-year attributable to the owners of Botala

Energy Ltd

(841,728)

(674,032)

Cents

Cents

Basic loss per share

(0.69)

(0.49)

Diluted loss per share

(0.69)

(0.49)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the

accompanying notes

6

Botala Energy Ltd

Condensed consolidated statement of financial position

As at 31 December 2023

Consolidated

31 December

30 June

Note

2023

2023

$

$

Assets

Current assets

Cash and cash equivalents

1,926,484

1,866,802

Trade and other receivables

5

121,377

150,427

Other assets

69,697

53,622

Total current assets

2,117,558

2,070,851

Non-current assets

Investments in joint venture

6

13,220,316

11,622,225

Other receivables

7

258,401

-

Property, plant & equipment

8

506,148

85,721

Right-of-use assets

9

545,775

557,592

Total non-current assets

14,530,640

12,265,538

Total assets

16,648,198

14,336,389

Liabilities

Current liabilities

Trade and other payables

10

1,111,091

474,940

Total current liabilities

1,111,091

726,769

Non-current liabilities

Lease liabilities

11

596,864

585,280

Total non-current liabilities

596,864

585,280

Total liabilities

1,707,955

1,060,220

Net assets

14,940,243

13,276,169

Equity

Issued capital

12

15,745,051

13,372,240

Reserves

13

959,701

677,759

Accumulated losses

(1,764,509)

(773,830)

Total equity

14,940,243

13,276,169

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

7

Botala Energy Ltd

Condensed consolidated statement of changes in equity

For the half-year ended 31 December 2023

Issued

Accumulated

capital

Reserves

losses

Total equity

Consolidated

$

$

$

$

Balance at 1 July 2022

13,388,571

1,150,541

100,288

14,639,400

Loss after income tax expense for the half-year

-

-

(663,336)

(663,336)

Other comprehensive loss for the half-year, net of tax

-

(10,696)

-

(10,696)

Total comprehensive loss for the half-year

-

(10,696)

(663,336)

(674,032)

Transactions with owners in their capacity as owners:

Contributions of equity, net of transaction costs (note 12)

(16,331)

-

-

(16,331)

Transfer from disposal of financial assets through other

comprehensive income

-

(425,988)

425,988

-

Balance at 31 December 2022

13,372,240

713,857

(137,060)

13,949,037

Issued

Accumulated

capital

Reserves

losses

Total equity

Consolidated

$

$

$

$

Balance at 1 July 2023

13,372,240

677,759

(773,830)

13,276,169

Loss after income tax expense for the half-year

-

-

(990,679)

(990,679)

Other comprehensive income for the half-year, net of tax

-

148,951

-

148,951

Total comprehensive income/(loss) for the half-year

-

148,951

(990,679)

(841,728)

Transactions with owners in their capacity as owners:

Contributions of equity, net of transaction costs (note 12)

2,372,811

-

-

2,372,811

Options issued to brokers

-

132,991

-

132,991

Balance at 31 December 2023

15,745,051

959,701

(1,764,509)

14,940,243

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

8

Botala Energy Ltd

Condensed consolidated statement of cash flows

For the half-year ended 31 December 2023

Consolidated

31 December 31 December

2023

2022

$

$

Cash flows from operating activities

Payments to suppliers (inclusive of GST)

(323,396)

(493,946)

Interest received

17,249

43,843

Net cash used in operating activities

(306,147)

(450,103)

Cash flows from investing activities

Payment for joint venture costs/interest

(2,538,149)

(2,037,619)

Proceeds from disposals of financial assets at fair value through other comprehensive income

-

625,328

Net cash used in investing activities

(2,538,149)

(1,412,291)

Cash flows from financing activities

Proceeds from issue of shares

2,988,199

-

Share issue transaction costs

(84,221)

(455,060)

Net cash (used in)/generated from financing activities

2,903,978

(455,060)

Net (decrease)/increase in cash and cash equivalents

59,682

(2,317,454)

Cash and cash equivalents at the beginning of the financial half-year

1,866,802

5,825,416

Cash and cash equivalents at the end of the financial half-year

1,926,484

3,507,962

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

9

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Botala Energy Ltd. published this content on 13 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2024 07:45:05 UTC.