Aurora Downstream Energy — Funding Strategy & The Ask

The ask, the use of funds, the security and structure, the returns to equity and the exit strategy underpinning the R780 million funding request.

Section 15 · Business Plan

Funding Strategy & The Ask

The ask, the use of funds, the security and structure, the returns to equity and the exit strategy underpinning the R780 million funding request.

15.1 The ask

Aurora Energy is raising R780m (approximately USD 47.3 million) in
capital, comprising R450m of equity, a R330m senior term debt facility,
and a R30m funded debt-service reserve. This is complemented by a
separately committed R250m working-capital revolver to finance inventory
and receivables. The structure is calibrated to fund the capital
programme through commissioning and ramp while keeping gearing
conservative and senior cover comfortably above covenant.

Figure 24

Figure 24. Funding structure: capital raise (equity, senior debt, DSRA) plus a separate working-capital revolver.

15.2 Use of funds

Table 29. Use of funds (R’m)

Application	R’m	Share
Storage terminals & depots	333	43%
Bottling & blending plant	172	22%
Fleet & cylinder pool	162	21%
IT, safety & compliance	83	11%
Debt-service reserve	30	4%
Total capital raise	780	100%

Figure 25

Figure 25. Allocation of the capital raise across infrastructure, fleet, systems and reserves.

15.3 Security & structure

The senior facility is structured for lenders: security over the
Company’s assets, a funded debt-service reserve, a 24-month
capital-repayment grace period to absorb commissioning risk,
conservative gearing that de-levers across the plan, and a DSCR covenant
set at 1.30x with cure mechanics. The working-capital revolver is
ring-fenced and secured against inventory and receivables, keeping it
outside the senior debt-service cover calculation. Equity investors
receive customary minority protections, information rights and board
representation as negotiated in the shareholders’ agreement.

Table 30. Indicative senior debt terms

Term	Indicative basis
Facility	R330m senior secured term loan
Tenor	8 years
Grace period	2 years (interest-only)
All-in rate	11.75% (indicative)
DSCR covenant	1.30x minimum (post-grace), with cure rights
Debt-service reserve	R30m funded at close
Security	First-ranking over Company assets; reserve account

15.4 Returns to equity

On the base case, equity investors are projected to earn an internal
rate of return of approximately 34% and a money multiple of about 4.2x
over a five-year horizon, assuming an exit at 5.0x EV/EBITDA. These
returns reflect successful execution of a capital-light, integrated
build and compress materially under the downside and severe scenarios
(to approximately 19% and 8% respectively). They should be read
alongside the full sensitivity and scenario analysis in Section 14 and
independently validated.

15.5 Exit strategy

Aurora Energy offers equity investors several credible realisation
paths over a five-to-seven-year horizon, supported by the strategic
value of integrated downstream infrastructure and secured supply
positions:

Strategic trade sale. Sale to a multinational
energy major or pan-African distributor seeking scale and infrastructure
in the South African market — the most likely primary route.
Infrastructure / private-equity buyout.
Acquisition by an infrastructure or energy-focused fund attracted to
contracted, cash-generative downstream assets.
Public listing. A JSE listing once scale and a
track record support public-market valuation.
Secondary / partial realisation.
Recapitalisation or partial sell-down as the platform matures and
de-levers.

Analyst note — exit assumptions

Exit value is most sensitive to the realised EV/EBITDA multiple and
to the scale and contract quality achieved by exit. The plan assumes a
conservative-to-mid 5.0x multiple; integrated infrastructure with
secured supply and contracted volumes can attract higher multiples, but
this is not assured. Investors should form their own view on exit
timing, route and multiple.

Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Aurora Downstream Energy (Pty) Ltd.