TIDMTGR
RNS Number : 0435V
Tirupati Graphite PLC
03 April 2023
3 April 2023
Tirupati Graphite plc
('Tirupati', 'TG' or the 'Company')
Completion of the Acquisition of Suni Resources
Tirupati Graphite plc (TGR.L, TGRHF.OTCQX), the specialist
graphite and graphene company developing sustainable new age
materials, is pleased to announce that on 1 April 2023
("Completion"), it successfully completed the acquisition (the
"Acquisition") of Suni Resources SA ("Suni"), the Mozambique
incorporated subsidiary of ASX listed Battery Minerals Limited
("BAT"). The Acquisition includes all assets, infrastructure,
permits, licenses, and intellectual property associated with the
construction initiated Montepuez Project and the fully permitted
Definitive Feasibility Study ready, Balama Central Project (the
"Projects") in Mozambique held by Suni.
-- On 17 August 2021, the Company announced it had signed
agreements with BAT for the acquisition of the entire issued
capital of Suni (the "SPA") and assignment of BAT's intellectual
property rights ("IP Assignment") associated with the Projects
("Battery Technical Information") for a total aggregate
consideration of AU$12.5 million (GBP6.77 million) to be paid in a
combination of AUD$1.5 million (c.GBP0.81 million) in cash and
AUD$11 million (c.GBP5.96 million) in ordinary shares of GBP0.025
each in the Company ("Consideration Shares").
-- Under the SPA, BAT had retained the rights to reimbursement
of c.AUD$ 1.5 million (c.GBP0.81 million) VAT refunds due to Suni
for historical spends as and when received from the Mozambique tax
authorities ("VAT Refunds").
-- The terms of SPA were varied as announced on 30 September
2022 and 5 December 2022 to facilitate the satisfaction of
financial obligations related to the grant of approval for the
transaction by Instituto Nacional de Minas de Moçambique ("INAMI")
and calculation of number of Consideration Shares.
-- On 31 March 2023 the Company and BAT entered into a deed of
variation of the IP Assignment. The variation provided for payment
of AUD$994,571.86 (c.GBP0.54 million) of the total consideration of
AUD$1,494,571.86 (c.GBP0.81 million) by the issue on Completion of
TG ordinary shares of GBP0.025 each to BAT at an issue price equal
to the volume weighted average price of the Company's Ordinary
Shares for the 5 trading days prior to Completion and the payment
of the balance of AUD$500,000 (c.GBP0.27 million) in cash paid to
BAT by the Company on 25 January 2023.
-- The Company and BAT satisfied and met all the remaining
obligations for completion of the Acquisition last week and
Completion occurred on 1 April 2023.
Settlement of Consideration for the Acquisition
Under the terms of the SPA and IP Assignment as varied, the
total aggregate consideration for the Acquisition is satisfied as
follows:
-- The issue of 10,046,556 TG ordinary shares of GBP0.025 each
to BAT covering a sum of AUD$9,750,000 (c.GBP5,284,500) at an issue
price of GBP0.526 per ordinary share in two equal tranches as
follows:
o 5,023,278 TG ordinary shares of GBP0.025 each issued at
Completion (the "Tranche 1 Consideration Shares"); and
o 5,023,278 TG ordinary shares of GBP0.025 each to be issued on
the eight month anniversary of Completion (the "Tranche 2
Consideration Shares").
-- Payment of a sum of AUD$5,428.14 in cash at Completion pursuant to the SPA.
-- The payment of a sum AUD$500,000 (c.GBP0.27 million) in cash
paid by the Company to BAT on 25 January 2023 pursuant to the IP
Assignment.
-- The issue of 2,018,944 ordinary shares of GBP0.025 each to
BAT at Completion covering a sum of AUD$994,571.86 (GBP539,058) at
an issue price of GBP0.267 per ordinary (the "IP Consideration
Shares").
-- Payment of a sum of AUD$2,375,000 (c.GBP1,260,150) that has
been made pursuant to the variations of the SPA to facilitate the
payment of Capital Gains Tax by BAT in connection with the disposal
of Suni in consideration for which Suni agreed:
o to a AUD$1,250,000 (c.GBP677,500) reduction in the value of
Consideration Shares to be issued as consideration under the SPA
from AUD$11,000,000 (c.GBP5,962,000) to AUD$9,750,000
(c.GBP5,284,500);
o to the Company retaining the right to the VAT Refunds due to
Suni for historical spends by BAT and amounting to c.AUD$ 1.5
million (c.GBP810,000).
Assets acquired by the Company
The Acquisition includes the entire equity capital of Suni (with
7,256 out of 241,868,268 of Suni shares in issue held by the
Executive Chairman of the Company as nominee on behalf of the
Company to satisfy local Mozambique requirements), shareholder debt
advanced by BAT to Suni and the Battery Technical Information.
Details of the assets acquired are set out below:
-- Mining license over an area of 3,666.88 hectares for the
Montepuez Project vested with a JORC 2012 mineral reserves and
resources totalling 119.60 million tons with license to build the
project to 100,000 tons flake graphite production per annum in 2
stages of 50,000 tons each.
-- All infrastructure and assets on the ground at the
construction initiated Montepuez Project including, but not limited
to, (i) 100 persons base camp facilities, (ii) the developed
construction site for setting up the proposed processing facilities
(iii) the well-constructed tailing dam, and (iv) a mobile crusher
unit with capacity sufficient for the first 50,000 tons plant as
per the Montepuez Graphite Implementation Project document.
-- Mining license over an area of 1543.08 hectares for the
Balama Central Project vested with a JORC 2012 mineral reserves and
resources totalling 32.9 million tons and license to build the
project to 58,000 tons flake graphite production per annum.
-- Fixed deposits with NED Bank pledged for the issue of Bank
Guarantee in connection with the Projects amounting to >c.GBP2
million including cash remitted to Suni by the Company through BAT
amounting c.GBP970,000 to cover the bank guarantee issued for the
Balama Central Project.
-- All historical technical information on the projects.
-- Rights to the VAT Refunds.
Rationale for the Acquisition
The Montepuez and Balama Central Projects are strong additions
to the Company's existing portfolio of graphite assets. They are
advanced stage projects in a jurisdiction and location that hosts
one of the largest flake graphite producing projects in the world
and are complimentary to the Company's existing portfolio of
graphite assets in Madagascar. Some of the key takeaways for the
Company from this acquisition are:
-- The reserves and resources across the projects are
world-class with more than 12 million tons of contained graphite
and remain open across strike and depth; and
-- The projects are fully permitted for c.158,000 tons per annum
flake graphite production capacity creation which can be enhanced
further if the Company so desires; and
-- The deposits complement the Company's large flake graphite
products from Madagascar in as much as the Madagascan flakes would
continue to fetch premium prices from applications that necessarily
need these whereas the smaller flakes from Mozambique Projects fit
the best for the energy storage sector.
-- The average grade of >8.5% is circa two times of that in
the Company's Madagascan projects and the Company is of the view
that it will far outstrip the process cost disadvantages over
saprolite Madagascan deposits; and
-- Post completion of Feasibility Studies, BAT initiated the
construction of facilities for a 50,000 tons per annum flake
graphite production first module and also acquired certain
equipment for the Montepuez Project, which are well maintained and
fit for purpose as the Company embarks on the journey of building
the project.
-- According to estimates made by the Company, it is likely to
cost no less than GBP10 million to execute the quantum of
construction work completed at and to procure the equipment
received in Montepuez, if executed now.
The Company reiterates that the addition of these Projects will
be instrumental in providing the Company with the required
resources to achieve its ambition of providing 8% of the estimated
global flake graphite demand of 5 million tons per annum by
2030.
Admission of the Tranche 1 Consideration Shares and IP
Consideration shares
It is expected that admission of the Tranche 1 Consideration
Shares and IP Consideration Shares to the Standard Segment of the
Official List of the Financial Conduct Authority ("FCA") and to
trading on the Main Market of the London Stock Exchange, is
expected to become effective on or about 8.00 a.m. on 6 April 2023
("Admission").
Following the issue of Tranche 1 Consideration Shares and the IP
Consideration Shares the Company's issued share capital will
comprise 108,489,990 ordinary shares of GBP0.025 each. The above
figure may be used by shareholders as the denominator for the
calculations by which they will determine whether they are required
to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure and
Transparency Rule.
Shishir Poddar, Executive Chairman of Tirupati Graphite,
commented:
"We are delighted to announce the completion of the acquisition
of Suni Resources. This strategic acquisition will see us
materially strengthen our existing portfolio through the addition
of two world-class graphite assets located within one of the
largest commercially operating global flake graphite projects.
"As the global need for critical minerals increases, the flake
graphite market is forecast to reach 5 million tonnes per annum of
new demand by 2030. This acquisition positions Tirupati at the
forefront of the market and enables us to accelerate the production
of these materials essential to the energy transition.
"Importantly, through acquiring the Balama Central and Montepuez
projects in Mozambique, we are diversifying our locations,
providing access to a new region as well as providing buyers with
an additional source of graphite outside of China, where global
supply is currently heavily concentrated.
"Moving forward, our focus will be on optimising processing
technology, flow sheet and the investment required for the
projects, continuing the construction of the first module at
Montepuez, and drawing on our decades of expertise and history of
building flake graphite projects. As a reminder, TG's capital
intensity and operating costs are within the bottom quartile of the
industry and the completion of this acquisition further allows TG
to robustly engage with the global energy storage 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 / Lucy Wigney tirupati@fticonsulting.com
About Tirupati Graphite
Tirupati Graphite Plc is a specialist flake graphite company, a
material vital in the energy transition economy. 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 as per the Company's modular medium-term
development plan.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ACQFLFSRSFIFIIV
(END) Dow Jones Newswires
April 03, 2023 02:00 ET (06:00 GMT)
Tirupati Graphite (LSE:TGR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Tirupati Graphite (LSE:TGR)
Historical Stock Chart
From Jul 2023 to Jul 2024