Tirupati Graphite - Issue of warrants and grant of employee options

Total Graphite

24/04/2026 16:08

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 Thomas1
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
Arun Somani - Chief Executive Officer
Alastair Bath - Investor Relations
info@tirupati.co.uk
IR@tirupati.co.uk
+44 7356 057 265
info@tirupati.co.uk
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

 

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