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REG - Tirupati Graphite - Amendments to Terms of Convertible Loan Notes

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RNS Number : 3462N  Tirupati Graphite PLC  18 June 2025

18 June 2025

Tirupati Graphite plc

('Tirupati' or the 'Company')

Confirmation of Amendments to Terms of existing Convertible Loan Notes

Tirupati Graphite plc (TGR.L), the specialist flake graphite company and
supplier of the critical mineral for the global energy transition, announces
that it has reached formal agreement with the required majorities of holders
of each of its 2019 and 2022 issues of convertible loan notes to amend the
terms of the respective notes.

 

The terms of the 2019 issue of £909,000 convertible loan notes ("2019 Notes")
have been amended by a resolution approved by holders of more than 75% of the
2019 Notes as follows:

·    Conversion price amended to 3.75 pence per Ordinary Share;

·    Final Maturity Date amended to 31 December 2025;

·    Conversion at the option of the noteholder or the Company. Issue of a
conversion notice by the Company is subject to the conversion shares being
able to be admitted to trading. This will require (i) approval of shareholder
resolutions approving the issue of the required number of conversion shares,
which resolutions will be presented at the forthcoming Annual General Meeting
of the Company; (ii) approval of the required Prospectus for issue of the
conversion shares by the FCA; and (iii) the lifting of the present suspension
of trading of the shares on the LSE.

·    Interest amended to 16% per annum with backdated effect from 1 July
2024. Interest may, at the election of the Company, be paid in Ordinary Shares
at conversion or redemption, calculated at 3.75 pence per Ordinary Share.

 

The terms of the 2022 issue of £1,862,500 convertible loan notes ("2022
Notes") have been amended by a resolution approved by holders of more than 75%
of the 2022 Notes as follows:

·    Conversion price amended to 7.50 pence per Ordinary Share;

·    Final Maturity Date amended to 26 July 2026;

·    Interest amended to 16% per annum with backdated effect from July
2024 to 26 July 2025 and to 15% per annum from 27 July 2025 onwards. Interest
to 26 July 2025 may, at the election of the Company, be paid in Ordinary
Shares, calculated at 3.75 pence per Ordinary Share for the period to 31
December 2024 and at a share price equivalent to a 10 day VWAP prior to 26
July 2025 (or the conversion date) for that period. Interest thereafter will
be paid in cash.

 

Optiva Securities Limited acted as advisor to the Company in respect of the
amendment process.

 

ENDS

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

 Tirupati Graphite Plc                info@tirupati.co.uk

 Mark Rollins - Executive Chairman    IR@tirupati.co.uk

 Alastair Bath - Investor Relations   +44 7356 057 265

 CMC Markets UK Plc (Broker)

 Douglas Crippen                      +44 (0)20 3003 8632
 FTI Consulting (Financial PR)        +44 (0) 20 3727 1000

 Ben Brewerton / Nick Hennis          tirupati@fticonsulting.com

 

+44 (0)20 3003 8632

FTI Consulting (Financial PR)

Ben Brewerton / Nick Hennis

+44 (0) 20 3727 1000

tirupati@fticonsulting.com

 

About Tirupati Graphite Plc

 

Tirupati Graphite is a specialist graphite producer and a supplier of the
critical mineral for a decarbonised economy and the energy transition, with
leading low development capital and operating costs. The Company places a
special emphasis on green applications including renewable energy, e-mobility,
energy storage and thermal management, and is committed to ensuring its
operations are sustainable.

 

The Group's operations include primary mining and processing in Madagascar
where the Group operates two key projects, Sahamamy and Vatomina, with a
combined installed final nameplate production capacity of 36,000tpa, subject
to minor capex additions. The Madagascar operations produce high-quality flake
graphite concentrate with up to 97% purity and selling to customers
globally.

 

The Group also holds two advanced stage, world class, natural graphite
projects in Mozambique. Work has already commenced to optimise the economics
for development of the Montepuez graphite project, which is permitted for
100,000tpa production and where substantial construction work has already been
undertaken by the predecessor. A table of the Group's projects is provided
below:

 

 Country       Project           Stage
 Madagascar    Sahamamy          Care & Maintenance: 18,000 tpa final production plant nameplate capacity
 Madagascar    Vatomina          In current production ramp-up to 18,000 tpa capacity by December 2025.
 Mozambique    Montepuez         100,000 tpa permitted, construction-initiated

 Mozambique    Balama Central    58,000 tpa permitted, development-ready

 

 

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