TIDMTGR
RNS Number : 3503B
Tirupati Graphite PLC
30 September 2022
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:
Tirupati Graphite Plc
Puruvi Poddar - Chief of Corporate & Business admin@tirupatigraphite.co.uk
Development +44 (0) 20 39849894
Optiva Securities Limited (Broker)
Ben Maitland - Corporate Finance +44 (0) 20 3034 2707
Robert Emmet - Corporate Broking +44 (0) 20 3981 4173
FTI Consulting (Financial PR) +44 (0) 20 3727 1000
Ben Brewerton / Nick Hennis / Kelly Smith tirupati@fticonsulting.com
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.
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END
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