REG - Tirupati Graphite - Issue of warrants and grant of employee options

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24/04/2026 16:15

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RNS Number : 8969B  Tirupati Graphite PLC  24 April 2026

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

24 April 2026

Tirupati Graphite plc

('Tirupati' or the 'Company')

 

Issue of warrants and grant of employee options

 

Tirupati Graphite plc (TGR.L), the specialist flake graphite company and
supplier of the critical mineral for the global energy transition, announces
the issue of incentive warrants to the restructuring leadership team in lieu
of cash bonuses, and the issue of performance-based employee share options.

 

Share Options

 

To assist with the motivation, retention and alignment of key employees with
shareholders, under the Company's Employee Share Option Plan ("CSOP") rules
adopted by shareholder resolution at the Company's August 2026 AGM, the
Company has granted non-tax advantaged options over 26,000,000 shares,
conditional on positive share price performance, to employees including PDMRs
as set out below:

 Nam                    Title                    No. of Options
 Arun Somani*           Chief Executive Officer  5,000,000
 Thomas Hill*           Chief Financial Officer  5,000,000
 Other group employees                           16,000,000
 Total                                           26,000,000

 

*PDMR

 

These share options have an exercise price of £0.015, vest as to 50% if the
share price trades above 200% of the exercise price on a 10 day VWAP basis,
with the balance vesting if the shares trade above 300% of the exercise price
on a 10 day VWAP basis.  Should the options vest the holder will normally
have 90 days to exercise the options.  These options are subject to continual
employment and will expire 5 years after grant.

 

Restructuring Warrants

 

In lieu of any cash bonuses for the period from late 2024 to 2026, warrants
have been awarded one a one-off basis in recognition of the exceptional
contribution made by key leadership figures involved in the significantly
advanced turnaround, and process for the relisting of the Company (the
"Restructuring Warrants"). The Company has made this one-off award of
warrants, fully-conditional on positive share price performance, as set out
below:

 

 Name                Title                            Number of warrants
 Mark Rollins        Non-Executive Chairman           8,000,000
 Christian Dennis    Non-Executive Director           8,000,000
 James Nieuwenhuys   Non-Executive Director           8,000,000
 Peter Thomas(1)     Interim Chief Financial Officer  8,000,000

 Michael Lynch-Bell  Non-Executive Director           2,000,000
 Total                                                34,000,000

 

1 Peter Thomas has now left the Company

 

These warrants have an exercise price of 1.5p, vest as to 50% if the share
price trades above 200% of exercise price on a 10 day VWAP basis, with the
balance vesting if the shares trade above 300% of the exercise price on a 10
day VWAP basis.  These warrants will expire 3 years after grant.

 

The total amount of options and warrants granted represent approximately 7.87%
of the current issued share capital of the Company, 3.41% in relation to the
share options and 4.46% in relation to the Restructuring Warrants.

 

The exercise of the Restructuring Warrants and Share Options are subject to
the Company having the necessary share issue authorities in place.

 

ENDS

Enquiries:

 Tirupati Graphite Plc                   info@tirupati.co.uk (mailto:info@tirupati.co.uk)     info@tirupati.co.uk (mailto:info@tirupati.co.uk)

                                                                                              IR@tirupati.co.uk (mailto:IR@tirupati.co.uk)
 Arun Somani - Chief Executive Officer   IR@tirupati.co.uk (mailto:IR@tirupati.co.uk)

                                                                                            +44 7356 057 265

 Alastair Bath - Investor Relations      +44 7356 057 265

 AlbR Capital Limited - Financial Adviser                                                     +44 (0) 20 7469 0930

 David Coffman / Dan Harris

info@tirupati.co.uk (mailto:info@tirupati.co.uk)

IR@tirupati.co.uk (mailto:IR@tirupati.co.uk)

+44 7356 057 265

AlbR Capital Limited - Financial Adviser

David Coffman / Dan Harris

+44 (0) 20 7469 0930

 

 1.                Details of the persons discharging managerial responsibilities / person
                   closely associated
 a)                Name                                                         1)    Arun Somani

                                                                                2)    Thomas Hill

                                                                                3)    Mark Rollins

                                                                                4)    Christian Dennis

                                                                                5)    James Nieuwenhuys

                                                                                6)    Michael Lynch-Bell
 2.                Reason for the notification
 a)                Position/status                                              1)   Chief Executive Officer

                                                                                2)   Chief Financial Officer

                                                                                3)   Non-executive Chairman

                                                                                4)   Non-Executive Director

                                                                                5)   Non-Executive Director

                                                                                6)   Non-Executive Director
 b)                Initial notification / Amendment                             Initial Notification
 3.                Details of the issuer, emission allowance market participant, auction
                   platform, auctioneer or auction monitor
 a)                Name                                                         Tirupati Graphite plc
 b)                LEI                                                          2138006PQV9F72H17783
 4.                Details of the transaction(s): section to be repeated for (i) each type of
                   instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                   place where transactions have been conducted
 a)                Description of the financial instrument, type of instrument  1)-2) Option over Ordinary shares of £0.01

                                                                                3)-6) Warrants over Ordinary shares of £0.01
                   Identification code                                          GB00BFYMWJ95
 b)                Nature of the transaction                                    Grant of Options
 c)                Price(s) and volume(s)                                       Price        Volume
                                                                                1)   1.5p    5,000,000
                                                                                2)   1.5p    5,000,000
                                                                                3)   1.5p    8,000,000
                                                                                4)   1.5p    8,000,000
                                                                                5)   1.5p    8,000,000
                                                                                6)   1.5p    2,000,000
 d)                Aggregate information
                   - Aggregate volume                                           36,000,000
                   - Total Price                                                1.5p
 e)                Date of the transaction                                      24 April 2026
 f)                Place of the transaction                                     Outside of a trading venue
 g)                Additional information                                       N/A

d)

Aggregate information

- Aggregate volume

36,000,000

- Total Price

1.5p

e)

Date of the transaction

24 April 2026

f)

Place of the transaction

Outside of a trading venue

g)

Additional information

N/A

 

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