RENERGEN LIMITED - Fulfilment or Waiver of Scheme Conditions and Equitable Treatment of Share Appreciation Rights Holders

Fulfilment or Waiver of Scheme Conditions and Equitable Treatment of Share Appreciation Rights Holders

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")


FULFILMENT OR WAIVER OF SCHEME CONDITIONS AND EQUITABLE TREATMENT OF SHARE
APPRECIATION RIGHTS HOLDERS


Unless expressly defined otherwise, capitalised terms herein have the same meaning given to them in the
combined circular distributed to Renergen Shareholders on 12 June 2025 ("Circular").

1.     FULFILMENT OR WAIVER OF SCHEME CONDITIONS

1.1.     Renergen Shareholders are referred to the joint firm intention announcement released by Renergen and
         ASP Isotopes Inc. ("ASPI") on 20 May 2025 and the Circular, regarding the Offer made by ASPI to
         Renergen Shareholders to acquire all Renergen Shares.

1.2.     Pursuant to the Offer, the Renergen Board proposed a scheme of arrangement in terms of section 114,
         read with section 115, of the Companies Act, between Renergen and Renergen Shareholders, full details
         of which Scheme are set out in the Circular. The Circular further provides that should the Scheme fail,
         and provided the Standby Offer Trigger Event occurs, then ASPI has offered to acquire all Renergen
         Shares pursuant to the Standby Offer, full details of which Standby Offer are set out in the Circular.

1.3.     As confirmed in the announcement released by the Company on 10 July 2025, the resolutions approving
         the Scheme were passed by the requisite majorities of Renergen Shareholders at the General Meeting
         held on that date. Renergen Shareholders are advised that, following the General Meeting, the remaining
         Scheme Conditions, as listed in paragraph 5.2.3 of the Circular, have been fulfilled or, where applicable,
         waived by ASPI.

1.4.     Accordingly, as all Scheme Conditions have been fulfilled or, where applicable, waived, no Standby Offer
         Trigger Event has occurred, and the Standby Offer cannot be triggered.

1.5.     Renergen Shareholders should note that the implementation of the Scheme remains subject to and will
         only become operative upon the fulfilment or, if applicable, waiver of the outstanding Offer Conditions,
         as listed in paragraph 5.2.1 of the Circular, by 30 September 2025, unless such date is extended.

2.     EQUITABLE TREATMENT OF SHARE APPRECIATION RIGHTS HOLDERS

2.1.     As stated in paragraph 5.3 of the Circular, Renergen intends to ensure the equitable treatment of holders
         of share appreciation rights ("SARs") under the existing Share Appreciation Rights Plan ("SAR Plan"),
         as required in terms of the Companies Regulations.

2.2.     The Independent Expert was instructed to value the outstanding SARs and to provide a report in terms
         of regulation 90 and 110 of the Companies Regulations. In its report, the Independent Expert has arrived
         at a fair value R0.09 (nine cents) per SAR.

2.3.     To ensure the equitable treatment of holders of SARs ("Participants") relative to the treatment of
         Renergen Shareholders in terms of the Offer, a cash payment by ASPI to Participants of R0.08 (eight
         cents) per SAR was proposed, as full and final settlement of their SARs, this value being reasonable, but
         not fair to Participants in the opinion of the Independent Expert.

2.4.     Pursuant to a conditional ruling by the Takeover Regulation Panel and following its approval of the
         relevant documentation, Renergen and ASPI distributed an information pack to Participants, detailing the
          proposed cash settlement of their SARs upon the implementation of the Offer, and concluded the
          approved formal waiver and settlement agreement with each of the Participants.

2.5.      Further to the above, the Takeover Regulation Panel has issued an exemption in terms of section 119(6)
          of the Companies Act, exempting Renergen and ASPI from compliance with the provisions of regulation
          87(2) of the Companies Regulations, which would otherwise require a comparable offer to be extended
          to the Participants.

3.     INDEPENDENT BOARD RESPONSIBILITY STATEMENT

       The Independent Board of Renergen accepts responsibility for the information contained in this
       announcement and confirms that, to the best of its knowledge and belief, such information is true, and this
       announcement does not omit anything likely to affect the importance of such information.

Johannesburg
8 August 2025

Transaction and Designated Advisor
PSG Capital

Date: 08-08-2025 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.