REG - Total Graphite PLC - Graphite Portfolio Optimisation and Board Changes

Total GraphiteAnnouncement

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RNS Number : 3634H  Total Graphite PLC  08 June 2026

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INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

8 June 2026

Total Graphite plc

('Total Graphite' or the 'Company')

Graphite Portfolio Optimisation and Board Changes

Total Graphite plc (TGR.L), the specialist flake graphite company developing
an integrated graphite mine-to-materials supply chain for the global energy
transition, announces that, following an advanced stage of the operational
turnaround of its Madagascar operations being reached and the continued
advancement of its larger-scale growth portfolio, the Board has initiated a
graphite portfolio optimisation programme  (the "Portfolio Optimisation
Programme" or "Programme") to evaluate the options available to accelerate
development and maximise value for all shareholders. The Company also
announces changes to the Board's composition to support the next phase of
growth and strategic execution.

Highlights

●     Portfolio Optimisation Programme launched to maximise shareholder
value

●     Programme targeting development acceleration of the Company's
broader graphite growth platform based targeting over 150 million tonnes of
graphite resources across its four projects

●     Madagascar operations repositioned following significant
operational improvements, infrastructure upgrades, resource advancement and
the expansion of nameplate production capacity at the Vatomina Project from
12,000tpa to 18,000tpa.

●     An expression of interest in certain assets recently received,
reflecting the progress achieved through the Portfolio Optimisation Programme.

●     Any transaction could accelerate development of the Company's
large-scale Mozambique graphite projects, including the world-class Montepuez
and Balama Central projects.

●     Continued advancement of downstream graphite processing and
battery anode material opportunities.

●     Board composition changed to support strategic execution,
portfolio development and long-term value creation.

 

The Board believes the Company has reached an important inflection point,
having repositioned and strengthened its asset base through the operational
turnaround of its Madagascar operations, the expansion of production capacity
at the Vatomina Project, the advancement of its world-class Mozambique
graphite projects and the ongoing evaluation of downstream value-added
opportunities. The Portfolio Optimisation Programme  is intended to identify
the optimal structure to unlock the value of the Company's diversified
portfolio and accelerate development of its larger-scale growth
opportunities.  As part of the Programme, the Board, together with its
advisers, will evaluate a range of strategic alternatives, including funding
options to accelerate the development of each asset, the introduction of
strategic partners, joint ventures, partial divestments, or a potential sale
of individual assets. The Board notes that an expression of interest relating
to certain assets has been received, reflecting the progress achieved through
the operational turnaround programme; discussions remain at an early stage and
there can be no certainty that any transaction will result.

The composition of the Board has been changed in order to support strategic
execution, portfolio development and long-term value creation, by progressing
opportunities from across the current and prospective Group upstream and
downstream project portfolio.

 

Background and Rationale

Total Graphite is building an integrated graphite mine-to-materials platform,
spanning high-quality flake graphite resources, processing capabilities and
downstream value-added products serving global energy transition markets. Over
the past eighteen months, the Company has focused on repositioning and
strengthening its asset base, resulting in a substantial enhancement of the
underlying value and operational capability of the assets.

The objective of the Portfolio Optimisation Programme is to unlock the
underlying value of the portfolio for the benefit of all shareholders and to
accelerate development of the Company's larger-scale growth opportunities.

Significant progress has been achieved in Madagascar since early 2025 through
operational improvements, infrastructure investment and production
optimisation at the in-production Vatomina Project while streamlining the
Company's balance sheet. Extensive upgrade work completed over the period has
expanded the nameplate production capacity of the Vatomina Project from
12,000tpa to 18,000tpa, updated the JORC mineral resource and exploration
targets across the Madagascar operations, and reinforced site power and waste
management infrastructure.

At the same time, the Company has continued to advance its larger-scale
development portfolio, with workstreams underway to update the definitive
feasibility study ("DFS") for the world-class, high grade, fully permitted
Montepuez graphite project in Mozambique, and to update a pre-feasibility
study ("PFS") for a downstream anode materials facility. The Board believes
the progress achieved across the portfolio has created an opportunity to
evaluate alternative ownership, development and funding structures capable of
fully recognising the value of these assets whilst enabling increased focus on
the Company's larger-scale growth opportunities.

Group Assets forming part of the Programme

The Group's existing asset base and contemplated workstreams that will be the
focus of the Portfolio Optimisation Programme Review collectively provide the
foundation for a scalable and integrated graphite platform, and currently
comprise:

 Asset                            Location    Resources                                       Status and focus
 Vatomina Graphite Project        Madagascar  6.2m tonnes at 3.8% total contained graphite    In-production; ongoing ramp-up toward 18,000tpa nameplate production, with
                                                                                              significant exploration potential
 Sahamamy Graphite Project        Madagascar  6.8m tonnes at 3.8% total contained graphite    Care and maintenance; nameplate production of 18,000tpa, subject to
                                                                                              re-development
 Montepuez Graphite Project       Mozambique  119.6m tonnes at 8.1% total contained graphite  Permitted for 100,000tpa production; DFS completed in 2017 estimated NPV Of
                                                                                              $146m; workstreams underway to update DFS for latest technology and pricing
 Balama Central Graphite Project  Mozambique  32.9m tonnes at 10.2% total contained graphite  Advanced development for up to 58,000tpa production; PFS completed in 2018
                                                                                              estimated NPV of $369m; updated PFS planned
 Anode facility                   US                                                          Recently announced downstream anode material opportunity to process future
                                                                                              production from Mozambique; PFS completed in 2017 estimated NPV of $377m; PFS
                                                                                              update workstreams initiated
 Industrial downstream plant      TBC                                                         Potential value-adding downstream processing plant under evaluation

 

Note: asset statuses and capacities are as previously announced by the Company
and remain subject to the relevant feasibility, permitting and funding
workstreams.

Board Composition Changes

To support the Company's strategic priorities and next phase of development,
and to ensure each director can dedicate the requisite time to oversee the
Programme, the Board has implemented a number of changes with immediate
effect:

·    Mr Thomas Hill, currently Chief Financial Officer, has been appointed
to the Board as Finance Director. Mr Hill continues to play a key role in the
Company's financial and operational development whilst supporting the
execution of the Company's strategic objectives.

·    Mr Andrew Wright has been appointed to the Board as Non-Executive
Director. Mr Wright brings to the Board a combination of legal, mining and
energy experience, underpinned by a strong record in corporate governance,
M&A and capital markets:

o  An English-qualified solicitor with over 25 years' experience advising on
UK and international transactions across the natural resources sector,
including a decade in private practice at White & Case and Vinson &
Elkins, followed by a decade as General Counsel to a sovereign wealth fund in
the UAE followed by a significant industrial conglomerate, overseeing complex
cross-border M&A and financing activity while embedding robust corporate
governance frameworks.

o  Deep sector expertise spanning mining and minerals, energy and renewables,
with hands-on experience of resource development gained as a director of an
iron ore project in Minnesota, and a broader track record across mergers and
acquisitions, private equity, project finance and corporate restructuring in
both developed and emerging markets.

o  Holds a number of current board positions, including non-executive
directorships of an investment bank and a gas exploration company bringing
significant governance and stakeholder-management experience to the Board.

 

·    Mr Mark Rollins has stepped down as Non-Executive Chairman due to
other full-time commitments. To maintain continuity for the duration of the
Programme, Mr Christian Dennis, current Non-Executive Director, has been
appointed Interim Non-Executive Chairman whilst a process to appoint a
permanent Chairman is conducted, and a further announcement will be made in
due course. The Board would like to thank Mr Rollins for his valuable
contribution during a significant period of development for the Company.

·    Mr Michael Lynch-Bell has stepped down from the Board in order to
concentrate on other activities. The Board thanks him for his contribution and
support.

Process and Next Steps

The Board will now engage with interested parties and progress the Portfolio
Optimisation Programme, assessing the opportunities and proposals received
with a view to maximising value for shareholders.

The Company will provide further updates on the progress of the Programme as
and when appropriate. There can be no certainty that the process will result
in any transaction, nor as to the timing or terms of any such transaction, and
any transaction would remain subject to the satisfaction of applicable
regulatory, corporate and contractual requirements. The Board remains focused
on delivering value for shareholders through disciplined portfolio management,
strategic execution and the advancement of the Company's integrated graphite
growth strategy.

ENDS

Enquiries:

 Total Graphite plc                        info@totalgraphite.com

 Arun Somani - Chief Executive Officer     IR@totalgraphite.com

 Alastair Bath - Investor Relations
 AlbR Capital Limited - Financial Adviser  +44 (0) 20 7469 0930

 David Coffman / Dan Harris

 

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