Tlou Energy Limited

("Tlou" or "the Company")

Notice of General Meeting

Further to its announcement of 15 December 2022 regarding a A$3m placement, Tlou Energy Limited wishes to advise that it will be holding a General Meeting of the Company on Wednesday, 18 January 2023 at 10:00am  (Brisbane time) at the offices of BDO, Level 10, 12 Creek Street, Brisbane QLD 4000, Australia.

The Notice of Annual General Meeting, which contains an explanatory memorandum and is accompanied by an Independent Expert's Report, has been sent to shareholders and is available for download on the Company's website: www.tlouenergy.com/news

Shareholders will be asked to consider and vote on the resolutions below which will be proposed as ordinary resolutions.

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

 "That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue on 4 November 2022 of 57,142,857 Shares (Placement Shares) previously issued under the Company's Listing Rule 7.1A issue capacity, on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution:

 "That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue on 11 November 2022 of 85,714,286 Shares (Placement Shares) previously issued under the Company's Listing Rule 7.1 issue capacity, on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution of the Company:

"That, for the purposes of section 611 item 7 of the Corporations Act and for all other purposes, Shareholders approve the issue to IC Australia (No 2) Pty Ltd of 71,428,571 Shares at an issue price of $0.035, on the terms and conditions set out in the Explanatory Statement."

Independent Expert's Report: Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of Shareholder approval under section 611 Item 7 of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the issue the subject of this Resolution to the non-associated Shareholders of the Company.  Refer to the IER in the Annexure to this Notice.

THE INDEPENDENT EXPERT HAS CONCLUDED THAT THE ISSUE THE SUBJECT OF THIS RESOLUTION IS NOT FAIR BUT REASONABLE TO NON-ASSOCIATED SHAREHOLDERS

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution of the Company:

"That, in accordance with Listing Rule 7.1 and for all other purposes, the Company approve the issue of 571,429 Shares at an issue price of $0.035, on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution of the Company:

"That, in accordance with Listing Rule 7.1 and for all other purposes, the Company approve the issue of 1,000,000 Shares at an issue price of $0.035 to Ashley Seller, on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution:

"That, in accordance with Listing Rule 7.1 and for all other purposes, the Company approve the issue of 79,857,143 Shares at an issue price of $0.035 to investors introduced by Dr Ian Campbell, on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution:

"That for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 6,510,420 Shares at an issue price of $0.035 to Anthony Gilby (or his nominees) on the terms and conditions set out in the Explanatory Statement."             

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution:

"That for the purposes ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,428,572 Shares at an issue price of $0.035 to Colm Cloonan (or his nominees) on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution:

"That for the purposes of section 195(4) of the Corporations, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 285,714 Shares at an issue price of $0.035 Martin McIver (or his nominees) on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following resolution, as an Ordinary Resolution:

"That for the purposes of section 195(4) of the Corporations, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 1,000,000 Shares at an issue price of $0.035 Hugh Swire (or his nominees) on the terms and conditions set out in the Explanatory Statement."

To consider and, if thought fit, to pass, with or without amendment, the following as a special resolution:

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval be given that the constitution of the Company be amended in the manner set out in the Explanatory Statement, with effect from the passing of this Resolution."

By Authority of the Board of Directors

Mr. Anthony Gilby

Managing Director

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For further information regarding this announcement please contact:

About Tlou

Tlou is developing energy solutions in Sub-Saharan Africa through gas-fired power and planned ancillary projects. The Company is listed on the ASX (Australia), AIM (UK) and the BSE (Botswana). The Lesedi Gas-to-Power Project ("Lesedi") is 100% owned and is the Company's most advanced project.  Tlou's competitive advantages include the ability to drill cost effectively for gas, operational experience and Lesedi's strategic location in relation to energy customers. All major government approvals have been achieved.