EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements of ASP Isotopes Inc. on Form S-1 (Nos. 333-275686 and 333-271137), Form S-3 (Nos. 333-279267, 333-279857, 333-282936 and 333-286860) and Form S-8 (Nos. 333-268421, 333-280157 and 333-280158) of our report dated May 27, 2025, relating to the consolidated financial statements of Renergen Limited (the “Company”), which appear in this Form 8-K. Our report contains a material uncertainty explanatory paragraph regarding the Company’s ability to continue as a going concern.

EXHIBIT 99.1

RISK FACTORS

Unless stated otherwise or dictated by context, all capitalized terms used herein but not defined shall have the meanings set forth in the Current Report on Form 8-K filed by ASP Isotopes Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission to which this risk factors document is attached (the “Form 8-K”).

The following risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business operation, financial condition or results. You also should read and consider the risk factors associated with each of the businesses of ASP Isotopes and Renergen because these risk factors may affect the operations and financial results of the combined company.  These risk factors may be found under Part I, Item 1A, “Risk Factors” in ASP Isotopes’s Annual Report on Form 10-K for the year ended December 31, 2024, as such risks may be updated or supplemented in ASP Isotopes’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which is on file with the SEC.  For a discussion of the businesses of Renergen and of certain factors to consider in connection with its business, see Renergen’s annual report, which is available on Renergen’s website.

Risks Relating to the Transactions

The number of shares of ASP Isotopes common stock that Renergen shareholders will receive in the Offer is based on a fixed exchange ratio.  The market value of the shares of ASP Isotopes common stock to be issued upon completion of the transactions is unknown, and therefore, Renergen shareholders cannot be certain, at the time they are being asked to vote, of the value of the scheme consideration to be paid in ASP Isotopes common stock.

Renergen shareholders will receive a fixed number of shares of ASP Isotopes common stock in the transactions rather than a number of shares with a particular fixed market value.  The market values of ASP Isotopes common stock and Renergen ordinary shares have fluctuated since the date of the announcement of the transactions and will continue to fluctuate from the date of the Form 8-K to the date of the Renergen extraordinary general meeting and the closing date of the transactions, which could occur a considerable amount of time after the date of the Renergen extraordinary general meeting.  The market values of ASP Isotopes common stock and Renergen ordinary shares at the time of the closing of the transactions may vary significantly from their prices on the date of the firm intention agreement, the date of the Form 8-K or the date of the Renergen extraordinary general meeting.  Because the exchange ratio will not be adjusted to reflect any changes in the market prices of ASP Isotopes common stock or Renergen ordinary shares, the market value of the ASP Isotopes common stock issued as the scheme consideration shares and Renergen ordinary shares exchanged in the transactions may be higher or lower than the values of such shares on earlier dates.  The scheme consideration to be received by Renergen shareholders will be solely shares of ASP Isotopes common stock, except that any entitlements to fractions of shares of ASP Isotopes common stock that otherwise would be issuable pursuant to the scheme will be rounded down to the nearest whole number of shares and a cash payment will be made for any fractional shares resulting from such rounding. Although the consideration to be received by Renergen shareholders is set, the market value of the scheme consideration to be received by Renergen shareholders that is comprised of ASP Isotopes common stock will fluctuate.  On May 19, 2025, the last trading day prior to the announcement of the transactions, the market value of the scheme consideration was approximately $107.3 million based on the closing price of ASP Isotopes common stock on May 19, 2025. On May 21, 2025, the last practicable day before the date of the Form 8-K, the market value of the scheme consideration was approximately $110.0 million based on the closing price of ASP Isotopes common stock on May 21, 2025. As such, at the time of the Renergen extraordinary general meeting, Renergen shareholders will not know or be able to determine with certainty the value of the scheme consideration.

Changes in the market prices of ASP Isotopes common stock and Renergen ordinary shares may result from a variety of factors that are beyond the control of ASP Isotopes or Renergen, including changes in their businesses, operations and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. You are urged to obtain up-to-date prices for ASP Isotopes common stock and Renergen ordinary shares.

The parties may not realize the anticipated benefits and cost savings of the transactions.

While ASP Isotopes and Renergen will continue to operate independently until the completion of the transactions, the success of the transactions will depend, in part, on ASP Isotopes’s and Renergen’s ability to realize the anticipated benefits and cost savings from combining ASP Isotopes’s and Renergen’s businesses. The parties’ ability to realize these anticipated benefits and cost savings is subject to certain risks, including, among others:

If ASP Isotopes and Renergen are not able to successfully integrate their businesses within the anticipated time frame, or at all, the anticipated cost savings, synergies operational efficiencies and other benefits of the transactions may not be realized fully or may take longer to realize than expected, and the combined company may not perform as expected.

Integrating ASP Isotopes’s and Renergen’s businesses may be more difficult, time-consuming or costly than expected.

ASP Isotopes and Renergen have operated and, until completion of the transactions, will continue to operate independently, and there can be no assurances that their businesses can be integrated successfully.  It is possible that the integration process could result in the loss of key employees, the disruption of either company’s or both companies’ ongoing businesses or unexpected integration issues, such as higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.  Specifically, issues that must be addressed in integrating the operations of ASP Isotopes and Renergen in order to realize the anticipated benefits of the transactions so the combined business performs as expected include, among others:

In addition, at times, the attention of certain members of each company’s management and each company’s resources may be focused on completion of the transactions and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and, consequently, the business of the combined company.

Failure to complete the transactions could negatively impact the price of ASP Isotopes common stock, Renergen ordinary shares and the future business and financial results of ASP Isotopes and Renergen.

The parties’ respective obligations to complete the transactions are subject to the satisfaction or waiver of a number of conditions set forth in the firm intention agreement.  There can be no assurance that the conditions to completion of the transactions will be satisfied or waived or that the transactions will be completed. If the transactions are not completed for any reason, the ongoing businesses of ASP Isotopes and Renergen may be materially and adversely affected and, without realizing any of the benefits of having completed the transactions, ASP Isotopes and Renergen would be subject to a number of risks, including the following:

In addition, each of ASP Isotopes and Renergen could be subject to litigation related to any failure to complete the transactions or related to any proceeding to specifically enforce ASP Isotopes’s or Renergen’s obligations under the firm intention agreement.

If any of these risks materialize, they may materially and adversely affect ASP Isotopes’s or Renergen’s business, financial condition, financial results and the price of ASP Isotopes common stock, Renergen ordinary shares.

ASP Isotopes and Renergen will be subject to business uncertainties and contractual restrictions while the transactions are pending.

Uncertainty about the effect of the transactions on employees, vendors and customers may have an adverse effect on ASP Isotopes or Renergen and, consequently, on the combined company after the closing of the transactions. These uncertainties may impair ASP Isotopes’s or Renergen’s ability to retain and motivate key personnel and could cause customers and others that deal with ASP Isotopes or Renergen, as applicable, to defer or decline entering into contracts, or making other decisions concerning ASP Isotopes or Renergen, as applicable, or seek to change existing business relationships with ASP Isotopes or Renergen, as applicable. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the transactions, ASP Isotopes’s and Renergen’s businesses could be harmed. Furthermore, the firm intention agreement places certain restrictions on the operation of ASP Isotopes’s and Renergen’s businesses prior to the closing of the transactions, which may delay or prevent ASP Isotopes and Renergen from undertaking certain actions or business opportunities that may arise prior to the consummation of the transactions.

Third parties may terminate or alter existing contracts or relationships with ASP Isotopes or Renergen.

Each of ASP Isotopes and Renergen has contracts with customers, vendors and other business partners which may require ASP Isotopes or Renergen, as applicable, to obtain consents from these other parties in connection with the transactions. If these consents cannot be obtained, the counterparties to these contracts and other third parties with which ASP Isotopes and/or Renergen currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with either party in anticipation of the transactions, or with ASP Isotopes following the transactions. The pursuit of such rights may result in ASP Isotopes or Renergen suffering a loss of potential future revenue, incurring liabilities in connection with a breach of such agreements or losing rights that are material to its business. Any such disruptions could limit ASP Isotopes’s ability to achieve the anticipated benefits of the transactions. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the transactions or the termination of the transactions.

In order to complete the transactions, the parties must obtain certain governmental approvals, and if such approvals are not granted or are granted with conditions that become applicable to the parties, completion of the transactions may be jeopardized or prevented or the anticipated benefits of the transactions could be reduced.

Consummation of the transactions is conditioned upon, among other things, the receipt of certain governmental approvals, including approvals required under South African law. Although the parties have agreed in the firm intention agreement to use their reasonable best efforts to make certain governmental filings and obtain the required governmental approvals, there can be no assurance that the required approvals will be obtained and no assurance that the transactions will be completed.

In addition, the governmental authorities from which these approvals are required have broad discretion in administering the governing laws and regulations, and may take into account various facts and circumstances in their consideration of the transactions. These governmental authorities may initiate proceedings seeking to prevent, or otherwise seek to prevent, the transactions. As a condition to the approval of the transactions, these governmental authorities also may impose requirements, limitations or costs, require divestitures or place restrictions on the conduct of the combined company’s business after completion of the transactions. Conditions imposed by certain governmental authorities may be appealable; however, there can be no assurance that an appeal will be successful. Additionally, there is no certainty as to what conditions such governmental authorities may impose, the extent of such conditions or the impact of such conditions on the completion of the transactions.

The transactions are subject to a number of closing conditions and, if these conditions are not satisfied, the firm intention agreement may be terminated in accordance with its terms and the transactions may not be completed. In addition, the parties have the right to terminate the firm intention agreement under other specified circumstances, in which case the transactions would not be completed.

The transactions are subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the transactions will not be completed. These conditions include, among others: (i) the written consent for the transfer of the Renergen Ordinary Shares in terms of the Offer is obtained from the Industrial Development Corporation of South Africa and the United States International Development Finance Corporation (“Renergen Lenders”) in terms of the change of control provisions under their respective loan and/or funding arrangements with Renergen and subsidiaries of Renergen and that the Renergen Lenders agree not to proceed in foreclosing on outstanding debt due by those subsidiaries, as a result of any breach of covenants, event of default or otherwise, prior to July 31, 2027; (ii) the written consent for the transfer of the Renergen Ordinary Shares in terms of the Offer is obtained from The Standard Bank of South Africa (“SBSA”) in terms of the change of control provisions under its respective loan(s) and/or funding arrangement(s) with Renergen and SBSA agrees to extend the repayment date for the loan(s) and/or funding arrangement(s) to at least March 31, 2026; (iii) AIRSOL SRL agrees to extend the maturity date for the convertible debentures that it holds in Renergen, to at least March 31, 2026; (iv) receipt of required regulatory approvals required to implement the Offer are obtained (except for the requirement that Takeover Panel issue a compliance certificate to Renergen in terms of section 121(b) of the Companies Act); (v) receipt of all regulatory approvals required for the Company Secondary Listing; (vi) approval of applicable competition authorities to implement the Offer; (vii) approval by Renergen’s shareholders of the Shareholder Ratification resolution and the Scheme resolution to be descried in the combined circular to be distributed to Renergen’s shareholders (the “Renergen Shareholder Approval”); and (viii) absence of a material adverse change with respect to Renergen.

The conditions to the closing may not be fulfilled and, accordingly, the transactions may not be completed. In addition, if the transactions are not completed by September 30, 2025, the scheme will fail and will not be implemented.

ASP Isotopes or Renergen may waive one or more of the closing conditions to the transactions without re-soliciting shareholder approval.

Each of ASP Isotopes and Renergen has the right to waive certain of the closing conditions to the transactions. Any such waiver may not require re-solicitation of shareholders, in which case shareholders of Renergen will not have the chance to change their votes as a result of any such waiver, and ASP Isotopes and Renergen will have the ability to complete the transactions without seeking further shareholder approval. Any determination whether to waive any condition to the transactions, whether shareholder approval would be re-solicited as a result of any such waiver or whether the scheme circular would be amended as a result of any waiver will be made by Renergen at the time of such waiver based on the facts and circumstances as they exist at that time, and any such waiver could have an adverse effect on ASP Isotopes or Renergen, as applicable.

Both ASP Isotopes stockholders and Renergen shareholders will have a reduced ownership and voting interest after the transactions and will exercise less influence over management.

After the completion of the transactions, ASP Isotopes’s stockholders and Renergen’s shareholders will own a smaller percentage of ASP Isotopes than they currently own of ASP Isotopes and Renergen, respectively. Based on the number of shares of ASP Isotopes common stock and Renergen ordinary shares outstanding and the exchange ratio, it is expected that Renergen securityholders will own approximately 16%, and ASP Isotopes securityholders will own approximately 84%, of the combined company immediately after consummation of the transactions on a fully diluted basis. Consequently, ASP Isotopes stockholders, as a group, and Renergen shareholders, as a group, will each have reduced ownership and voting power in the combined company compared to their current ownership and voting power in ASP Isotopes and Renergen, respectively. In particular, Renergen stockholders, as a group, will have less than a majority of the ownership and voting power of ASP Isotopes and, therefore, will be able to exercise less collective influence over the management and policies of ASP Isotopes than they currently exercise over Renergen’s management and policies. While ASP Isotopes shareholders will own a majority of ASP Isotopes common stock immediately after consummation of the transactions, their collective ownership percentage will likewise be reduced compared to their current level, as will be their ability to influence management and policies.

There can be no assurance that ASP Isotopes will be able to secure the financing necessary to fund Renergen to enable Renergen to meet key lender payment deadlines and avoid a default by Renergen under its existing loan/funding arrangements.

ASP Isotopes may need to obtain debt and/or equity financing in an amount sufficient to fund Renergen to enable Renergen to meet key lender payment deadlines and avoid a default by Renergen under its existing loan/funding arrangements; however, there is no assurance that it will secure the financing necessary to do so. ASP Isotopes cannot assure stockholders that it will be able to obtain financing in connection with the contemplated funding of Renergen.  In the event that ASP Isotopes is unable to secure financing on acceptable terms, the funding of Renergen may be delayed or not be completed, and Renergen may not be able to avoid a default under its existing loan/funding arrangements and the consummation of the transactions may be delayed or may not occur.

The financial analyses and forecasts considered by ASP Isotopes and Renergen and their respective financial advisor or independent expert, as applicable, may not be realized, which may adversely affect the market price of ASP Isotopes common stock following the completion of the transactions.

In performing their financial analyses and rendering their opinions related to the transactions, ASP Isotopes’s financial advisor and Renergen’s independent expert relied on, among other things, certain information, including financial forecasts and projections of ASP Isotopes and Renergen provided by ASP Isotopes and Renergen.  These projections and forecasts were prepared by, or at the direction of, the management of ASP Isotopes or the management of Renergen, as applicable.  None of these projections or forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts.  These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections and forecasts are also subject to change, including due to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of ASP Isotopes and Renergen.  There can be no assurance that ASP Isotopes’s or Renergen’s financial condition or results of operations will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of ASP Isotopes common stock or the financial position of ASP Isotopes following the transactions.

The financial forecasts used by the parties are based on various assumptions that may not be realized.

The unaudited prospective financial information used in the forecasts were prepared solely for internal use and are subjective in many respects. ASP Isotopes’s and Renergen’s prospective financial information were based solely upon assumptions of, and information available to, ASP Isotopes’s management and Renergen’s management, as applicable, when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond ASP Isotopes’s and Renergen’s control and may not be realized. Many factors, including the risks outlined in this “Risk Factors” disclosure, will be important in determining the combined company’s future results.  As a result of these contingencies, actual future results may vary materially from ASP Isotopes’s and Renergen’s estimates. 

The unaudited pro forma financial information included in the Form 8-K is preliminary and ASP Isotopes’s actual financial position or results of operations after the transactions may differ materially.

The unaudited pro forma financial information in the Form 8-K is presented for illustrative purposes only and is not necessarily indicative of what ASP Isotopes’s actual financial position or results of operations would have been had the transactions been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated acquisition-date fair values.

Executive officers and directors of ASP Isotopes and Renergen may have interests in the transactions that are different from, or in addition to, the rights of their respective stockholders.

Executive officers of ASP Isotopes and Renergen negotiated the terms of the firm intention agreement and the ASP Isotopes board and the Renergen independent board each approved the firm intention agreement and the transactions. These executive officers and directors may have interests in the transactions that are different from, or in addition to, yours. These interests include the continued employment of certain executive officers of ASP Isotopes and Renergen, the continued service of certain directors of ASP Isotopes and Renergen, and the indemnification of ASP Isotopes and Renergen executive officers and directors by ASP Isotopes.  Renergen may waive the performance conditions applicable to all Renergen SARs, some of which are held by certain Renergen executive officers. Renergen directors will not be granted any special benefits in connection with the transactions.

The shares of ASP Isotopes to be received by Renergen shareholders as a result of the transactions will have rights that are different from the rights of Renergen ordinary shares.

Following completion of the transactions, Renergen shareholders will no longer be Renergen shareholders but will instead be ASP Isotopes stockholders governed by Delaware law, the ASP Isotopes charter and ASP Isotopes bylaws. There will be important differences between your current rights as a Renergen shareholder and your rights as a ASP Isotopes stockholder.

ASP Isotopes, Renergen and, subsequently, the combined company may have difficulty attracting, motivating and retaining executives and other key employees in light of the transactions.

The combined company’s success after the transactions will depend in part on each of ASP Isotopes’s and Renergen’s ability to retain key executives and other employees. Uncertainty about the effect of the transactions on ASP Isotopes’s and Renergen’s employees may have an adverse effect on each company separately and, consequently, the combined business. This uncertainty may impair ASP Isotopes’s and/or Renergen’s ability to attract, retain and motivate key personnel. Employee retention may be particularly challenging during the pendency of the transactions, as ASP Isotopes’s and Renergen’s employees may experience uncertainty about their future roles in the combined business.

Additionally, Renergen’s officers and employees hold Renergen ordinary shares, and, if the transactions are completed, these officers and employees will be entitled to the scheme consideration in respect of such shares. Renergen may waive the performance conditions applicable to all Renergen SARs, some of which are held by certain Renergen executive officers. Because the vesting and exercise of such Renergen SARs will no longer be subject to the continued employment of these officers and employees of Renergen, it could make their retention more difficult.

Furthermore, if any of ASP Isotopes’s or Renergen’s key employees depart or are at risk of departing, including because of issues relating to the uncertainty and difficulty of integration, financial security or a desire not to become employees of the combined business, ASP Isotopes or Renergen, as applicable, may have to incur significant costs in retaining such individuals or in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent, and the combined company’s ability to realize the anticipated benefits of the transactions may be materially and adversely affected. No assurance can be given that the combined company will be able to attract or retain key employees to the same extent that ASP Isotopes or Renergen has been able to attract or retain employees in the past.

Following the scheme, non-U.S. holders of ASP Isotopes common stock may be subject to U.S. federal withholding and income tax.

Distributions to non-U.S. holders with respect to ASP Isotopes common stock will generally be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) to the extent such distributions are dividends for U.S. federal income tax purposes and are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States. Non-U.S. holders are urged to consult with their own tax advisors as to the particular consequences that may apply to such non-U.S. holders.

ASP Isotopes and Renergen will incur significant transaction and scheme-related transition costs in connection with the transactions.

ASP Isotopes and Renergen expect that they will incur significant, non-recurring costs in connection with consummating the transactions and integrating the operations of the two companies post-closing. ASP Isotopes and/or Renergen may incur additional costs to retain key employees. ASP Isotopes and/or Renergen will also incur significant fees and expenses relating to financing arrangements and legal services (including any costs that would be incurred in defending against any potential class action lawsuits and derivative lawsuits in connection with the transactions if any such proceedings are brought), accounting and other fees and costs associated with consummating the transactions. Some of these costs are payable regardless of whether the transactions are completed. Though ASP Isotopes and Renergen continue to assess the magnitude of these costs, additional unanticipated costs may be incurred in the transactions and the integration of the businesses of ASP Isotopes and Renergen.

While the ASP Isotopes common stock is expected to be listed on the JSE, there is no guarantee as to how long such listing will be maintained.

Certain holders of Renergen ordinary shares are residents of the Republic of South Africa and would be unable to hold shares of ASP Isotopes common stock, which they stand to receive as consideration upon consummation of the transactions, if the ASP Isotopes common stock is not listed on the JSE. While ASP Isotopes expects to list the ASP Isotopes common stock on the JSE by way of a secondary inward listing, there can be no assurance that such listing will be approved by the JSE. Additionally, the continued listing of ASP Isotopes common stock on the JSE is subject to various factors, such as compliance with the continued listing standards of the JSE. In the event that ASP Isotopes fails to meet the continued listing standards of the JSE, the ASP Isotopes common stock may be delisted from the JSE, which could adversely affect the liquidity and market price of ASP Isotopes common stock or the ability of South African residents to continue to hold this stock.

The opinion of Renergen’s independent expert will not be updated to reflect changes in circumstances between the issuance of the scheme circular and the completion of the transactions.

Renergen’s independent expert may update its opinion as of the date the scheme circular is submitted to the JSE for formal approval. Changes in the operations and prospects of ASP Isotopes or Renergen, general market and economic conditions and other factors that may be beyond the control of ASP Isotopes or Renergen, and on which Renergen’s independent expert’s opinion were based in part, may significantly alter the prices of the shares of ASP Isotopes common stock or Renergen ordinary shares by the closing date. The opinions do not speak as of the time the transactions will be completed or as of any date other than the dates of such opinions. Because Renergen’s independent expert will not be updating its opinion as of the closing date of the transactions, the opinion will not address the fairness, from a financial point of view, of the scheme consideration to be received by holders of Renergen ordinary shares at the closing date.

ASP Isotopes and Renergen may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the transactions from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into business combination agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on ASP Isotopes’s or Renergen’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the transactions, then that injunction may delay or prevent the transactions from being completed, which may adversely affect ASP Isotopes’s or Renergen’s or, if the transactions are completed but delayed, the combined company’s business, financial position and results of operations. As of May 21, 2025, the last practicable day before the date of the Form 8-K, no such lawsuits have been filed in connection with the transactions and we cannot predict whether any will be filed.

Risks Relating to the Combined Company after Completion of the Transactions

In connection with the transactions, the combined company may incur significant indebtedness to fund Renergen.

ASP Isotopes may need to obtain debt and/or equity financing in an amount sufficient to fund Renergen to enable Renergen to meet key lender payment deadlines and avoid a default by Renergen under its existing loan/funding arrangements.  If such financing involves debt, such indebtedness will have the effect, among other things, of reducing the combined company’s flexibility to respond to changing business and economic conditions, will increase the combined company’s borrowing costs and, to the extent that such indebtedness is subject to floating interest rates, may increase the combined company’s vulnerability to fluctuations in market interest rates. The increased levels of indebtedness could also reduce funds available to fund efforts to combine ASP Isotopes’s and Renergen’s businesses and realize expected benefits of the transactions and/or engage in investments in product development, capital expenditures and other activities and may create competitive disadvantages for the combined company relative to other companies with lower debt levels. The combined company may be required to raise additional financing for working capital, capital expenditures, acquisitions or other general corporate purposes. The combined company’s ability to arrange additional financing will depend on, among other factors, its financial position and performance, as well as prevailing market conditions and other factors beyond its control. ASP Isotopes and Renergen cannot assure you that they will be able to obtain additional financing on terms acceptable to them or at all.

The combined company will be subject to the risks that each of ASP Isotopes and Renergen faces.

Following completion of the transactions, the combined company will be subject to numerous risks and uncertainties, including the risks faced by each of ASP Isotopes and Renergen.  The risks faced by ASP Isotopes are described in the documents that ASP Isotopes has filed with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of ASP Isotopes filed with the SEC on March 31, 2025, as amended by the Form 10-K/A filed on April 30, 2025,  as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  

Renergen faces numerous financial, operational and other risks, including risks related to Renergen’s debt, funding challenges, liquidity concerns, losses, project execution risk, ability to produce Grade-A quality helium, the accuracy of reserve estimates, cost overruns and delays, commodity price volatility, market competition, regulatory and environmental risks, and existing and potential litigation.  Renergen’s risks also include: unplanned stoppages and unforeseen operational interruptions that can impact production; ineffective or failed internal processes, people, systems, or external events that could lead to injury or harm; increasing pressure and attention from shareholders, activists and NGOs; strikes, riots and labor disruptions that can damage economic growth and, in turn, negatively impact Renergen’s business; escalating global socioeconomic pressures and inflationary impacts on the back of global geopolitical tensions; South Africa's exports to the U.S. may face higher tariffs, leading to reduced competitiveness and export volumes; economic contraction; delays in achieving expansion plans within the specified time due to funding constraints; delays in achieving Phase 1 nameplate capacity within the specified time and budget; Eskom’s inability to prevent load shedding and further risk of blackouts; Eskom remains constrained in meeting the country’s electricity demand; generative artificial intelligence (GenAI) has increased the risk of cyber-attacks by making information for simulation attacks more accessible; a malicious or accidental cyber-attack from outside Renergen, insider threats or supplier breaches that could result in operational interruptions or the infringement of data; information and cyber security threats, including business operations outages; climate change and prolonged droughts that could have an impact on water resources; unseasonal weather exacerbated by climate change impacts that could lead to delays in the project (construction phase).

If any such risks actually occur, the business, financial condition, results of operations or cash flows of the combined company could be materially adversely affected.

The market price for shares of ASP Isotopes common stock may be affected by factors different from those affecting the market price for Renergen ordinary shares.

Upon completion of the transactions, holders of Renergen ordinary shares will become holders of ASP Isotopes common stock. ASP Isotopes’s and Renergen’s respective businesses differ, and accordingly the results of operations of the combined company will be affected by factors different from those currently affecting the results of operations of each of ASP Isotopes and Renergen. For a discussion of the businesses of ASP Isotopes and of certain factors to consider in connection with its business, see the documents ASP Isotopes has filed with the SEC, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of ASP Isotopes filed with the SEC on March 31, 2025, as amended by the Form 10-K/A filed on April 30, 2025,  as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  For a discussion of the businesses of Renergen and of certain factors to consider in connection with its business, see Renergen’s annual report, which is available on Renergen’s website.

The market price for shares of ASP Isotopes common stock may decline as a result of the transactions, including as a result of some ASP Isotopes stockholders adjusting their portfolios.

The market value of ASP Isotopes common stock at the time of consummation of the transactions may vary significantly from the prices of the ASP Isotopes common stock and Renergen ordinary shares on the date the firm intention agreement was executed, the date of the Form 8-K and the date of the Renergen extraordinary general meeting. Following consummation of the transactions, the market price of ASP Isotopes common stock may decline if, among other things, the operational cost savings estimates in connection with the integration of ASP Isotopes’s and Renergen’s businesses are not realized, or if the costs related to the transactions are greater than expected, or if the financing related to the transactions is on unfavorable terms. The market price also may decline if ASP Isotopes does not achieve the perceived benefits of the transactions as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the transactions on ASP Isotopes’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

In addition, sales of ASP Isotopes common stock by ASP Isotopes’s stockholders after the completion of the transactions may cause the market price of ASP Isotopes common stock to decrease. Based on the number of shares of ASP Isotopes common stock and Renergen ordinary shares outstanding as of May 20, 2025, approximately 89,331,842 shares of ASP Isotopes common stock are expected to be issued and outstanding immediately after the closing of the transactions. Many Renergen shareholders may decide not to hold the shares of ASP Isotopes common stock that they receive in the transactions. Other ASP Isotopes stockholders following consummation of the transactions, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of ASP Isotopes common stock that they receive in the transactions. Such sales of ASP Isotopes common stock could have the effect of depressing the market price for ASP Isotopes common stock and may take place promptly following the transactions.

Any of these events may make it more difficult for ASP Isotopes to sell equity or equity-related securities, dilute your ownership interest in ASP Isotopes and have an adverse impact on the price of ASP Isotopes common stock.

The transactions may not be accretive, and may be dilutive, to the combined company’s earnings per share, which may negatively affect the market price of shares of ASP Isotopes common stock.

ASP Isotopes and Renergen currently believe the transactions will result in a number of benefits, including cost savings, operating efficiencies, and stronger demand for their respective products and services, and that the transactions will be accretive to ASP Isotopes’s earnings. This belief is based, in part, on preliminary current estimates that may materially change. In addition, future events and conditions, including adverse changes in market conditions, additional transaction and integration-related costs and other factors such as the failure to realize some or all of the anticipated benefits of the transactions, could decrease or delay the accretion that is currently anticipated or could result in dilution. Any dilution of, or decrease in or delay of any accretion to, the combined company’s earnings per share could cause the price of shares of ASP Isotopes common stock to decline or grow at a reduced rate.

Other Risks Relating to ASP Isotopes and Renergen

As a result of entering into the firm intention agreement, ASP Isotopes’s and Renergen’s businesses are, and will continue to be, subject to the risks described above. In addition, ASP Isotopes is, and following completion of the transaction, the combined company will be, subject to the risks described in ASP Isotopes’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 31, 2025, as amended by the Form 10-K/A filed on April 30, 2025,  as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  For a discussion of the businesses of Renergen and of certain factors to consider in connection with its business, see Renergen’s annual report, which is available on Renergen’s website.

EXHIBIT 99.2

Report of Independent Registered Public Accounting Firm (PCAOB ID 1368)

To the Shareholders of Renergen Limited and its subsidiaries

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

Renergen Limited

Johannesburg, South Africa

Opinion on the Consolidated Financial Statements

We have audited the consolidated financial statements of Renergen Limited (the “Company”, together with its subsidiaries, “the Group”), which comprise the consolidated statements of financial position as at 28 February 2025, and the consolidated statements of profit or loss and other comprehensive loss, consolidated statements of changes in equity and the consolidated statements of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 28 February 2025, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and the requirements of the Companies Act of South Africa.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Independent Regulatory Board for Auditors’ Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards). We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 36 to the consolidated financial statements, which indicates that the Group’s ability to conclude the funding initiatives outlined in note 36 within the Assessment Period, to remedy the Default Events within the times set out in the DFC waiver and ability to secure regulatory and other approvals required to conclude the Nasdaq IPO and other funding initiatives highlighted during the period ending 30 April 2026, represent material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern, and therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business.

We have served as the auditor of Renergen Limited since 2022.

/s/ BDO South Africa Inc.

BDO South Africa Incorporated

Johannesburg, South Africa

May 27, 2025

BDO South Africa Incorporated

Registration number: 1995/002310/21

Practice number: 905526

VAT number: 4910148685

Chief Executive Officer: LD Mokoena

A full list of all company directors is available on www.bdo.co.za

The company’s principal place of business is at The Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg where a list of directors’ names is available for inspection. BDO South Africa Incorporated, a South African personal liability company, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

Consolidated Statement of Financial Position

as at 28 February

Consolidated Statement of Changes in Equity

for the year ended 28 February

Consolidated Statement of Profit or Loss and Other Comprehensive Loss

for the year ended 28 February

Consolidated Statement of Cash Flows

for the year ended 28 February

Renergen Limited

(Registration number 2014/195093/06)

Financial Statements for the years ended 28 February 2025 and 29 February 2024

Notes to the Consolidated Financial Statements

Material Accounting Policies

for the year ended 28 February

1. BASIS OF PREPARATION

Renergen Limited (“the Company”, together with its subsidiaries, “the Group”), is a company incorporated in South Africa and is listed on the Johannesburg Stock Exchange and the Australian Securities Exchange. The Group is focused on alternative and renewable energy in South Africa and sub-Saharan Africa. Further details on the operation of Group companies are provided in note 5.

The consolidated financial statements for the year ended 28 February 2025 have been prepared in accordance with IFRS Accounting Standards, the South African Financial Reporting Requirements, the JSE Listings Requirements and in a manner required by the Companies Act. The accounting policies applied in the preparation of these consolidated financial statements are consistent in all material respects with those used in the prior financial year, except for the adoption of new standards, interpretations and amendments to published standards which became effective for the first time for the financial year ended 28 February 2025. Note 2 discloses the impact of new standards, interpretations and amendments to published standards on the consolidated financial statements of the Group.

These consolidated financial statements have been prepared under the historical cost convention except for land that is carried at a revalued amount; are presented in the functional currency of the Company and presentation currency of the Group, being South African Rand (“Rand”); and are rounded to the nearest thousand (“R’000”), except where otherwise stated.

Going concern

The consolidated financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. Refer to note 36 for further disclosures on going concern matters.

1.1 CONSOLIDATION

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries which are controlled by the Company.

Consolidation of subsidiaries

All intercompany transactions and balances between the Company and its subsidiaries have been eliminated on consolidation.

Changes in ownership interest without a loss of control

An increase or decrease in the Company’s ownership interest that does not result in a loss of control of a subsidiary is accounted for as an equity transaction. The carrying amounts of the controlling and NCI are adjusted to reflect changes in their relative interests in the subsidiary. The Company recognises directly in equity the difference between the amount by which the NCI are adjusted and the fair value of the consideration paid or received, and attributes this difference to the owners of the Company (the controlling interest). No changes in the subsidiary’s assets or liabilities are recognised in a transaction in which the Company increases or decreases its ownership interest in a subsidiary that it already controls. Similarly, no gain or loss is recognised in such transactions.

1.2 SIGNIFICANT JUDGEMENTS AND SOURCES OF ESTIMATION UNCERTAINTY

The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

JUDGEMENTS

Any judgement about the future is based on information available at the time at which the judgement is made. Subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made.

Going concern (note 36)

Management’s assessment of the Group’s ability to continue as a going concern involved making a judgement about the Group’s ability to achieve profitability which is dependent on a number of factors including securing requisite funding to complete Phase 1C of the VGP in order to achieve nameplate capacity. Further disclosures of initiatives under way to secure this funding, and of the material uncertainties which may cast doubt on the ability of the Group to continue as a going concern, are outlined in note 36.

Recognition of deferred tax assets (notes 1.8 and 6)

After determining that future taxable income will be available against which deductible temporary differences and tax losses carried forward can be utilised, Management exercises its judgement to further establish a percentage to limit the amount of the deferred tax asset that can be recognised.

Determination of a lease term (notes 1.9 and 8)

In determining the lease term, Management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Management has applied judgement to conclude lessees will not exercise the purchase option (available after 18 months from lease commencement date) or the lease extension option (five years) applicable to the leases disclosed in note 8, and has therefore accounted for the lease term as eight years. In making this judgement management considered the potential disruption to the lessees’ operations (with respect to the lease termination) and changes in technology which may discourage the extension of the leases.The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment. A material uncertainty still remains whether the lessees will exercise the extension or purchase option which would significantly impact the finance lease receivables recognised by the Group.

Exploration and development costs (notes 1.4 and 4)

The application of the Group’s accounting policy for exploration and development costs requires judgement to determine whether it is likely that future economic benefits are likely, from either future exploitation or sale, or whether activities have reached a stage which permits a reasonable assessment of the existence of reserves. In applying this judgement, Management considers the outcomes from the exploration campaigns of the Group and relies on Reserve and Evaluation Reports prepared by independent sub-surface consultants in assessing the reserves and resources and associated economics of the VGP. This process determines whether exploration and development costs are capitalised or are otherwise transferred to property, plant and equipment once the commercial viability of the extraction of LNG is demonstrable.

ESTIMATES AND ASSUMPTIONS

Reserves and resources (notes 1.4 and 4)

The determination of reserves and resources is an estimation process that involves varying degrees of uncertainty depending on how the reserves and resources are classified. Reserves and resources could differ depending on significant changes in the factors or assumptions used in the estimation process. These factors could include:

The Group relies on independent sub-surface consultants in assessing the reserves and resources.

Impairment of non-financial assets (note 4)

In assessing impairment, Management estimates the recoverable amount of each asset or cash-generating unit (“CGU”) based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about reserves and resources, commodity prices, future operating and capital costs, interest rates, exchange rates, inflation rates and the determination of a suitable discount rate.

Reserves and resources – the Group relies on independent sub-surface consultants in assessing the reserves and resources which are used to determine projected cash flows.

Commodity prices, interest rates, inflation rates and exchange rates – these are benchmarked against external sources of information. Where existing sales contracts are in place, the effects of such contracts are considered in determining future cash flows.

Future operating and capital costs – operating costs and capital expenditure are based on financial budgets covering a three-year period. Cash flow projections beyond three years are based on the life-of-asset plan, as applicable, and internal management forecasts. Cost assumptions incorporate management experience and expectations.

Useful lives for property, plant and equipment and intangible assets (notes 1.3, 1.4 and 3)

In determining the useful life of items of property, plant and equipment, Management considers the expected usage of assets, expected physical wear and tear, legal or similar limits of assets and past experience of the Group with similar assets. Any change in management’s estimate of the useful lives of assets would impact the depreciation charge.

Provision for environmental rehabilitation (notes 1.10 and 17)

Management relies on environmental experts to assist with the determination of rehabilitation obligations. The determination of rehabilitation costs requires estimates and assumptions to be made around the relevant regulatory framework, the magnitude of the possible disturbance and the timing, extent and costs of the required closure and rehabilitation activities. Most of these rehabilitation and decommissioning events are expected to take place in the future and the current estimated requirements and costs that will have to be met when the restoration event occurs are inherently uncertain and could materially change over time.

In calculating the appropriate provision for the expected restoration, rehabilitation or decommissioning obligations, cost estimates of the future potential cash outflows based on current studies of the expected rehabilitation activities and timing thereof, are prepared.

As the actual future costs can differ from the estimates due to the changes in laws, regulations, technology, costs and timing, the provisions including the estimates and assumptions contained therein are reviewed annually by Management.

Taxation (notes 6 and 25)

Taxation of oil and gas companies is highly complex and the determination of the Group’s tax position involves an estimation of tax outcomes which include special allowances that would be available to the Group, amongst other factors. Where such outcomes are different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Fair value measurement (notes 3, 4 and 32)

The assessment of fair value is principally used in accounting for impairment testing, the disclosure of fair values of certain financial instruments and the valuation of land. The Group Executive Committee oversees material assessments of fair values applicable to the Group’s financial instruments and non-financial assets.

Management uses various valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible, but this is not always available. In that case, Management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

1.3 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is initially measured at cost including an estimate of the costs of decommissioning the asset. Cost includes all of the expenditure which is directly attributable to the acquisition or construction of the asset. For qualifying assets, costs includes capitalised borrowing costs (note 1.15).

Property, plant and equipment (excluding land which is carried under the revaluation model) is subsequently measured at cost less accumulated depreciation and accumulated impairment losses.

Expenditure incurred subsequently for major services, additions to or replacements of parts of property, plant and equipment is capitalised if it is probable that future economic benefits associated with the expenditure will flow to the Group and the cost can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. Day-to-day servicing costs are included in profit or loss during the year in which they are incurred.

Depreciation is charged to write off the cost of assets over their estimated useful lives, using the straight-line method. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. Assets under construction are not depreciated as they are not ready and available for the use as intended by Management. Leased assets are depreciated over the shorter of the asset’s useful life and the lease term. When a purchase option is included in the lease terms, the asset is depreciated over its estimated useful life.

Land is carried under the revaluation model and revalued with sufficient frequency to ensure that at any point in time the carrying amount still approximates fair value. A revaluation surplus is recorded in other comprehensive income or loss and credited to the revaluation reserve in equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognised in profit or loss, the increase is recognised in profit and loss. A revaluation deficit is recognised in the statement of profit or loss, except to the extent that it off-sets an existing surplus on the same asset recognised in the revaluation reserve. Upon disposal any revaluation surplus relating to the revalued land being sold is transferred to the accumulated loss.

The useful lives of items of property, plant and equipment have been assessed as follows:

The residual value, useful life and depreciation method of each asset are reviewed at the end of each reporting year. If the expectations differ from previous estimates, the change is accounted for prospectively as a change in accounting estimate.

The depreciation charge for each year is recognised in profit or loss within cost of sales and other operating expenses.

Impairment tests are performed on property, plant and equipment when there is an indicator that they may be impaired. The impairment tests are performed as set out in note 1.5.

Fair value movements on the land are recognised, net of tax, in other comprehensive income or loss on the statement of comprehensive income (or loss) and accumulated in the revaluation reserve in the statement of changes in equity. The reserve balance will be transferred to the accumulated loss upon disposal of the land.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its continued use or disposal.

1.4 INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. Following initial recognition intangible assets are measured at cost less any accumulated amortisation and accumulated impairment losses.

Exploration and development costs

Expenditures incurred in the exploration and development of natural gas reserves are capitalised to intangible assets. Prior to capitalisation the Group assesses the degree to which the expenditures incurred in the exploration phase can be associated with finding natural gas.

The amortisation period and the amortisation method for intangible assets is as follows and are reviewed annually:

Amortisation of exploration and development costs will commence upon the start of production at which point they are transferred to property, plant and equipment (“PPE”) as development assets.

The impairment tests are performed as set out in note 1.5.

INTERNALLY GENERATED INTANGIBLE ASSETS

Expenditure on internally developed intangible assets is capitalised when the Group can demonstrate:

Following initial recognition of the intangible asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation is recorded in other operating expenses within profit or loss. During the period of development, the asset is tested for impairment annually.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in profit or loss as incurred.

The Group’s internally generated intangible assets include development costs attributable to Cryo-VaccTM and the Helium Token System.

1.5 IMPAIRMENT OF NON-FINANCIAL ASSETS

Non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Future cash flows are based on detailed budgets and forecast calculations which generally cover a period of three years. For longer periods a long-term growth rate is calculated and applied to projected future cash flows after the third year. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows: its CGUs.

Impairment charges are included in profit or loss within other operating expenses, except to the extent they reverse gains previously recognised in other comprehensive income or loss.

A previously recognised impairment charge is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment charge was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment charge been recognised for the asset in prior years. Such a reversal is recognised in profit or loss unless the asset is carried at a revalued amount, in which case the reversal is treated as a revaluation increase.

1.6 FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised on trade date when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

FINANCIAL ASSETS

Classification

The Group classifies its financial assets as financial assets at amortised cost. At 28 February 2025 and 29 February 2024 the Group did not have financial assets at fair value through profit or loss (“FVTPL”) or at fair value through other comprehensive income (“FVOCI”).

Financial assets at amortised cost

These assets arise principally from the provision of products to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. Except for those trade receivables measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable), that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less an allowance for impairment.

The Group’s financial assets measured at amortised cost comprise trade and other receivables (note 9), restricted cash (note 7) and cash and cash equivalents (note 10) in the consolidated statement of financial position.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within interest expense and interest income, except for the impairment of financial assets which is presented within other operating expenses.

Trade and other receivables

The Group’s trade receivables do not contain a significant financing component and are accounted for as outlined above.

Cash and cash equivalents

In the consolidated statement of financial position and the consolidated statement of cash flows, cash and cash equivalents include cash on hand and at banks, short-term deposits and other short-term highly liquid investments with original maturities of three months or less. The Group does not have overdraft facilities.

Restricted cash

The Group has cash deposits in call accounts that have been ring-fenced. Access to such accounts is restricted and requires authorisation of third-party counterparties. These cash deposits consist of funds which will be used for environmental rehabilitation and the settlement of debt obligations (due within a six-month period at any given time) under the Finance Agreements with the US International Development Finance Corporation (“DFC”) and Industrial Development Corporation (“IDC”) (see note 14). This cash is not treated as cash and cash equivalents.

Impairment of financial assets

Trade receivables and finance lease receivables

The Directors of the Company estimate the loss allowance on trade receivables and finance lease receivables at the end of the reporting period at an amount equal to lifetime expected credit losses (“ECLs”) using the simplified approach as the lessees are also the Group’s only trade debtors. The expected loss rates are based on the payment profile for sales over the past 12 months as well as the corresponding historical credit losses during that period. The historical rates are then adjusted to reflect current and forwarding-looking factors affecting the customer’s ability to settle the amount outstanding. These factors are determined based on a review of LNG market prices and demand, and regular meetings held with customers which provide insights into their financial position and expected future operational performance. ECLs are recognised in profit or loss within other operating expenses. When a subsequent event causes the amount of impairment charge to decrease, the decrease in impairment charge is reversed through profit or loss.

On confirmation that the trade receivable or finance lease receivable will not be collectible, the gross carrying value of the trade receivable or finance lease receivable is written off against the associated allowance and if the associated allowance is not sufficient, the remaining trade receivable or finance lease receivable is written off in profit or loss within other operating expenses.

The Group provides 30-day credit terms to debtors and lessees. The Group monitors increases in credit risk associated with trade receivables and lease receivables by regularly reviewing the payment profile of each debtor and taking into account information acquired from regular engagement with customers. Payments by customers after 30 days but before 90 days signify an increase in credit risk; however, customers are not considered to be in default by the Group given the nature of its operations. Trade receivables and lease receivables are considered to be in default when they are 90 days past due, or if any other event has occurred that represents a serious threat to the going concern basis of the debtor.

A financial asset is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred, including but not limited to financial difficulty or default of payment. The Group will write off a financial asset when there is no reasonable expectation of recovering it after considering whether all means to recovery the asset have been exhausted, or the counterparty has been liquidated and the Group has assessed that no recovery is possible.

Other financial assets at amortised cost (cash and cash equivalents and restricted cash)

Impairment allowances for cash and cash equivalents, restricted cash and other receivables are recognised based on a forward-looking ECL model. The methodology used to determine the amount of the allowance is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, 12- month ECLs are recognised. For those for which credit risk has increased significantly, lifetime ECLs are recognised. For those that are determined to be credit impaired, lifetime ECLs are recognised.

The Group deposits cash with banks and financial institutions with high credit standing which are independently rated. An increase in credit risk would be determined with reference to downgrades in these credit ratings.

FINANCIAL LIABILITIES

Classification

The Group classifies its financial liabilities as at amortised cost. At 28 February 2025 and 29 February 2024 the Group did not have financial liabilities at FVTPL or derivative financial instruments.

Financial liabilities at amortised cost

The Group’s financial liabilities at amortised cost primarily arise from transactions with lenders and suppliers. The Group’s financial liabilities at amortised cost comprise borrowings (note 14) and trade and other payables (note 18).

Borrowings

Borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. All interest-related charges are reported in profit or loss within interest expense.

Interest-bearing borrowings are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade and other payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables and other short-term monetary liabilities are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Derecognition of financial assets and liabilities

The Group derecognises a financial asset on trade date when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. The Group derecognises financial liabilities when the Group’s obligations are discharged, cancelled or have expired.

On derecognition of a financial asset or financial liability in its entirety, the difference between the carrying amount of the financial asset or financial liability and the sum of the consideration received or receivable/paid or payable is recognised in profit or loss within other operating expenses or other operating income depending on whether a gain or loss is recognised.

The recovery of financial assets previously written off is recorded in other operating income in profit or loss.

1.7 SHARE-BASED PAYMENTS

Long-term employee benefits – Bonus Shares

The Group operates an equity-settled compensation plan where the Governance, Ethics, Transformation, Social and Compensation Committee (“GETSC”) makes an award of forfeitable shares to the Executive Directors, Prescribed Officers, Senior Management and general employees of the Group. These are referred to as Bonus Shares. This plan has no cash settlement alternatives. The number of Bonus Shares awarded depends on the individual’s annual bonus that has been deferred. The Bonus Shares vest after three years’ service from grant date. This is the only vesting condition pertaining to the Bonus Shares. The terms and conditions of the Bonus Shares, after vesting are the same as those traded publicly.

The fair value of the equity-settled instruments is measured by reference to the fair value of the equity instrument granted. Fair value is based on a 30-day volume weighted average (“VWAP”) market price of the equity-settled instrument granted. The grant date fair value of the equity-settled instruments is recognised as an employee benefit expense over the vesting period, with a corresponding increase in the share-based payment reserve.

The Bonus Shares grant the holder a right to acquire shares for no consideration.

Share options

ASX listing

As part of the ASX listing, Renergen granted share options to transaction advisers and an Australian Non-executive Director. The fair value was measured at grant date and spread over the period that the option holder was unconditionally entitled to the options, except when the service was completed at grant date in which case the expense was recognised immediately in profit or loss. The fair value of the options granted was measured using the Monte Carlo Method, taking into account the terms and conditions under which the options were granted. The amount recognised as an expense with a corresponding increase in equity was adjusted at each reporting date to reflect the actual number of share options that vest or were expected to vest. Where an option lapses (other than by forfeiture when vesting conditions are not satisfied) it is treated as if it had vested on the date it lapses and any expense not yet recognised for the option is recognised immediately.

The vesting of share options awarded to the Non-executive Director occurred annually after each year of completed service (over a four-year period). This was the only vesting condition attributable to these share options. The share options awarded to the Non-executive Director grant him the right to acquire shares at a specific price.

The share options awarded to the lead and corporate advisers vested on grant date. The share options awarded to the lead and corporate advisers granted them the right to acquire shares at a specific price.

Share Appreciation Rights Plan

The Group operates an equity-settled Share Appreciation Rights Plan (“SAR Plan”) where the GETSC makes a once-off award of forfeitable share options to the Executive Directors, Prescribed Officers, Senior Management and general employees of the Group who can influence the growth of the Group. The terms and conditions of the shares issued after vesting and after exercising the share options under the plan, are the same as those traded publicly.

The fair value of the share appreciation rights share options granted is measured using the Monte Carlo Method, taking into account the terms and conditions under which the options were granted. The grant date fair value of the share options is recognised as an employee benefit expense over the vesting period, with a corresponding increase in the share-based payment reserve.

Share options awarded under the SAR Plan will vest subject to the achievement of performance conditions which are predetermined and linked to the growth of Renergen’s share price, with participants having five years from the award date to achieve any or all performance conditions. For participants to be able to exercise their options, the share price will be required to achieve and sustain the target share price for a 30-day period. Both the vesting and exercise of the share options awarded under the plan are subject to continued employment of a participant.

The GETSC reviews the progress on the achievement of performance conditions on a monthly basis throughout the performance period.

1.8 TAX

Current tax assets and liabilities

Current tax for current and prior periods is, to the extent unpaid, recognised as a liability.

Current tax liabilities/(assets) for the current and prior periods are measured at the amount expected to be paid to/(recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities

A deferred tax liability is recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from the initial recognition of an asset or liability in a transaction which, at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss) and is not part of a business combination or the initial recognition of goodwill.

A deferred tax asset is recognised for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilised. A deferred tax asset is not recognised when it arises from the initial recognition of an asset or liability in a transaction which, at the time of the transaction, affects neither accounting profit nor taxable profit/(tax loss) and is not part of a business combination.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deductions applicable to oil and gas companies

The Tenth Schedule of the South African Income Tax Act permits special tax allowances for companies involved in the exploration of oil and gas. This incentivises companies to pursue oil and gas exploration and creates fiscal certainty for companies involved in oil and gas activities in South Africa. The Tenth Schedule provides a 200%/150% super tax deduction for capital expenditure incurred for exploration and post-exploration respectively, in terms of an oil and gas right, which can be applied against the taxable income of the Group to reduce its tax liability in the year in which the expenditure is incurred. These deductions also affect the tax bases of assets when determining the deferred tax of the Group.

Tax expenses

Current and deferred taxes are recognised as income or an expense and included in profit or loss for the period.

Current tax and deferred taxes are charged or credited to other comprehensive income or loss or equity if they relate to items that are credited or charged, in the same or a different period, to other comprehensive income or loss or equity.

1.9 LEASES

Group as lessor

The Group enters into lease agreements as a lessor whereby customers lease equipment and infrastructure required for the delivery, storage, utilisation and conversion of LNG to natural gas.

Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

Amounts due from lessees under finance leases are recognised as receivables in the statement of financial position at the amount of the Group’s net investment in the leases. At lease commencement date the Group therefore accounts for the finance lease as follows:

a) derecognises the carrying amount of the underlying leased asset/identified asset;

b) recognises the net investment in the lease; and

c) recognises, in profit or loss, any selling profit or loss.

The Group determines the lease commencement date to be the date on which it makes an underlying asset available for use by a lessee.

Subsequent to initial recognition, finance lease interest is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases. Finance lease interest is calculated with reference to the gross carrying amount of the lease receivables, except for credit-impaired financial assets for which interest income is calculated with reference to their amortised cost (i.e. after a deduction of the loss allowance). Lease payments are determined in the lease contracts and are applied to reduce the lease receivable by the amounts paid.

Impairment considerations applicable to finance lease receivables are dealt with as outlined in note 1.6.

When a contract includes both lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under the contract to each component.

1.10 PROVISIONS

The amount of a provision is the present value of Management’s best estimate of the expenditure expected to be required to settle the obligation. Provisions are not recognised for future operating losses.

Environmental Rehabilitation Provision

Long-term environmental obligations are based on the Group’s environmental management plans, in compliance with applicable environmental and regulatory requirements. The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean-up at closure. Changes in estimates are capitalised or reversed against the relevant asset to the extent that it meets the definition of dismantling and removing the item and restoring the site on which it is located. Costs that relate to an existing condition caused by past operations which do not have a future economic benefit are recognised immediately in profit or loss.

The Group is required by law to undertake rehabilitation work to address the environmental damage arising from its operations. Part of the cash required to settle the rehabilitation obligation is held in a cash investment account which is restricted (see note 7).

1.11 REVENUE FROM CONTRACTS WITH CUSTOMERS

The Group derives revenue from contracts with customers as defined in IFRS 15: Revenue from Contracts with Customers from the sale of LNG to two customers.

Revenue is recognised at a point in time when the performance obligations have been satisfied, which is once the product is delivered to the destination specified by the customer and the customer has signed for the delivery (proof of delivery).

There are no other performance obligations.

Revenue is measured at the fair value of the consideration received or receivable, after deducting value-added tax. The consideration received or receivable is allocated to the products based on their selling price per sale agreements and the volumes delivered. Volumes delivered are determined using a metering system. Each delivery is evidenced by a customer weighbridge ticket.

The Group recognises revenue only when it is probable that the Group will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer and when specific recognition criteria above have been met.

The recognition criteria above applies to all sales of LNG. All sales of LNG during the exploration phase are accounted for as revenue. The Group’s customers are afforded 30-day terms for sales of LNG.

The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in its statement of financial position (see note 16).

A refund is provided to the customer if the LNG delivered is not in line with the agreed specifications. The Group will be responsible for decanting and refilling the storage tank with the correct specifications. Any claim in this regard must be lodged by the customer in writing within seven days after the date of delivery of the LNG.

1.12 COST OF SALES

Cost of sales comprise the costs of conversion which are costs directly related to the production of LNG. These costs include utilities, plant depreciation, fuel and lubricants, and employee costs.

1.13 TRANSLATION OF FOREIGN CURRENCIES

Functional and presentation currency

Items included in the consolidated financial statements for each of the Group entities are measured using the functional currency. The consolidated financial statements are presented in South African Rand which is the functional and presentation currency of the Company.

Transactions and balances

Foreign currency income and expenses are translated into the functional currency using the spot rate on transaction date and assets and liabilities are translated at the closing rate of the relevant month. Gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at closing rates, are recognised in profit or loss, with the exception of exchange differences accounted for as part of borrowing costs as disclosed in note 1.15.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

1.14 SEGMENT INFORMATION

An operating segment is a component of the Group that engages in business activities which may earn revenues and incur expenses and whose operating results are regularly reviewed by the Group’s chief operating decision-maker (Group Executive Committee) to allocate resources and assess performance, and for which discrete financial information is available. Refer to note 5.

The Group’s operating segments and the business activities under each segment are disclosed in note 5.

Tetra4

Tetra4 explores for, produces and sells LNG to the South African market. It also commenced selling LHe subsequent to year-end.

Cryovation

Cryovation developed the groundbreaking Cryo-VaccTM technology, which enables the safe transportation of vaccines and biologics at extremely low temperatures without the need for electrical power. The Cryovation business model is undergoing refinement and further development with insights from experts from various fields with the intention of exploring several modifications that will improve the overall concept and operational performance to enhance its appeal for the more niche biologics and gene therapy market internationally. As at 28 February 2025 the Cryo-VaccTM technology remains in development and has not been brought into use.

1.15 BORROWING COSTS

Specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use. The LNG and LHe plant is a qualifying asset in terms of IAS 23: Borrowing Costs.

Investment income earned on the Debt Service Reserve Account (see note 7), is deducted from the borrowing costs eligible for capitalisation.

Other borrowing costs are expensed in the period in which they are incurred.

The DFC and IDC loans (and in the prior year also the SBSA and AIRSOL debentures) were obtained specifically for the construction of the VGP. All the borrowing costs that would have otherwise been avoided had the construction not taken place are capitalised.

Exchange differences relating to the DFC loan are treated as borrowing costs to the extent that they are an adjustment to interest costs, in accordance with IAS 23: Borrowing Costs paragraph 6(e). This implies that foreign exchange differences are capitalised limited to the difference between the interest on the DFC loan and the interest had the loan been obtained in the functional currency of Tetra4. All other borrowing costs are expensed in profit or loss when they are incurred.

The Group presents repayments of interest on borrowings within financing activities in the statement of cash flows.

2. NEW STANDARDS AND INTERPRETATIONS

2.1 STANDARDS AND INTERPRETATIONS EFFECTIVE AND ADOPTED IN THE CURRENT YEAR

In the current year the Group has adopted the following standards and interpretations that are effective for the current financial year and that are relevant to its operations.

Classification of Liabilities as Current or Non-Current – Amendments to IAS 1

The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current.

The adoption of these amendments did not have a material impact on the classification of liabilities recorded by the Group.

2.2 STANDARDS AND INTERPRETATIONS NOT YET EFFECTIVE

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for the Group’s accounting periods beginning on or after 1 March 2025 or later periods but which the Group has not early adopted. These new standards, amendments and interpretations to existing standards are listed below. The Group is evaluating the impact of these standards, amendments and interpretations and will adopt the applicable standards on 1 March of each year that the standards, amendments and interpretations become effective.

Lack of Exchangeability – Amendments to IAS 21: The Effects of Changes in Foreign Exchange Rates (adoption date 1 March 2025)

The amendment specifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking.

Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7 (adoption date 1 March 2026)

The amendments address matters identified during the post-implementation review of the classification and measurement requirements of IFRS 9: Financial Instruments. Matters identified include derecognition of financial liabilities, classification of financial assets and disclosures.

Annual Improvements to IFRS Accounting Standards (adoption date 1 March 2026)

This cycle of annual improvements addresses the following:

Presentation and Disclosure in Financial Statements– New accounting standard IFRS 18 (adoption date 1 March 2027)

The new standard sets out requirements for the presentation and disclosure of information in the financial statements. The standard will change the disclosure and layout of the Group’s statement of profit or loss, will require improved labelling as well as aggregation and disaggregation of information in the financial statements, and will require the disclosure of management-defined performance measures in the notes to the financial statements.

3. PROPERTY, PLANT AND EQUIPMENT

RECONCILIATION OF PROPERTY, PLANT AND EQUIPMENT (“PPE”)

There were no additional costs recognised for environmental rehabilitation in the current year.

3. PROPERTY, PLANT AND EQUIPMENT continued