Tirupati Graph. Regulatory News (TGR)

30 September 2022

Tirupati Graphite plc

('Tirupati', 'TG' or the 'Company')

Proposed Acquisition of Suni Resources SA

Tirupati Graphite plc (TGR.L, TGRHF.OTCQX) is pleased to announce that TG and Battery Minerals Limited have agreed to the following variations to the acquisition agreement for TG to acquire the entire issued share capital of Suni Resources SA from Battery Minerals Limited, as announced on 17 August 2021.

· The Company has agreed to procure the issue of a bank guarantee required to be furnished by Suni Resources S.A to Instituto Nacional de Minas de Moçambique ("INAMI") in relation to the grant of a mining concession for the Balama Central Project owned by Suni Resources S.A.

· The long stop date to complete the acquisition has been extended to 31 December 2022, with the Company having the option to extend by up to a further 12 months if required to facilitate the receipt of all necessary Mozambique government approvals for the transaction.

· The total consideration of AU$12.5 million and cash and shares split remain unchanged, save that the issue price for AU$ 11 million consideration shares (to be issued in two equal tranches) has been varied from a 10% discount to the VWAP for the 5 trading days immediately preceding 17 August to 110% of the VWAP for the 5 trading days immediately preceding the completion date and will be based on the exchange rate at the completion date. A new floor on the number of shares that can be issued to satisfy the consideration has been set at 5,667,288 TG ordinary shares and an upper cap has been set at 11,334,576 TG ordinary shares.

· The lock-in period for the consideration shares has been varied from 20 months commencing on the completion date to six months from the respective issue dates of the consideration shares with a 12-month orderly market period from its expiry.

The completion of the acquisition will provide Tirupati with ownership of the advanced Montepuez and Balama Central graphite projects in Mozambique, alongside associated technical IP related to the assets.

The completion of the acquisition is pending approval of the transaction by the Minister of Natural Resources and Energy, which is being pursued by the parties. An assessment of the Capital Gains Tax payable by Battery Minerals Limited's group in connection with the transaction is in process upon completion of which the Company has agreed to procure the issue of a bank guarantee of 76,388,218 Meticais (MT) (approximately US$1,196,000) required to be furnished by Suni Resources S.A to INAMI in relation to the grant of a mining concession for the Balama Central Project owned by Suni Resources SA, which is required in connection with the final Mozambique government approvals.

Tirupati reiterates that the Montepuez and Balama Central projects are:

· at advanced stage with one under construction and the other ready to build;

· world-class in reserves and resources with c. 152 million tons with >12 million tons of contained graphite and remain open within the tenement;

· fully permitted for 150,000 tons per annum flake graphite production capacity;

· located in the vicinity of one of the largest commercially operating flake graphite projects globally; and

· instrumental in providing the Company with the required resources to achieve its ambition of proving 8% of the estimated global demand of 5 million tons per annum by 2030.

Shishir Poddar, CEO of Tirupati Graphite, said:

"We are pleased that we have been able to secure exclusive rights to acquire a strategically important Montepuez and Balama Central deposits for an extended period while we wait for regulatory approvals to allow completion. In an increasingly hot graphite market, there was a real and growing risk that a more attractive rival bid would emerge during the approval period.

"These are world-class assets which will add c.152 million metric tonnes at 8.5% TGC to our existing resources in Madagascar supporting our ambition to become a global leader in flake graphite markets."

ENDS

For further information, please visit https://www.tirupatigraphite.co.uk/ or contact:

About Tirupati Graphite

Tirupati Graphite Plc is a specialist graphite and graphene company. The Company places a special emphasis on "green" applications, including renewable energy and energy efficiency, energy storage and thermal management and is committed to ensuring its operations are sustainable as well. 

The Company's operations include primary mining and processing in Madagascar, where the Company operates two key projects, Sahamamy and Vatomina; 12,000 tpa installed capacity of high-quality flake graphite concentrate with up to 96% purity is currently being produced and sold to customers globally, planned to increase to 84,000 tpa by end 2024 as per the Company's modular medium-term development plan. 

The Company has an acquisition agreement, subject to regulatory approvals, with Tirupati Speciality Graphite Private Limited ('TSG'). TSG operates and is developing a suite of speciality graphite for use in hi-tech applications like lithium-ion batteries, fire retardants, thermal management, and composites. It also operates a technology centre developing advanced materials including graphene and its applications, and mineral processing technology on commercial basis. The Company is working on various possibilities in this respect as announced by RNS on 11 July 2022.