The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this information is considered to be in the public domain.

7 April 2025

Tirupati Graphite plc

('Tirupati', or the 'Company' and together with its subsidiaries, the "Group")

CLN Subscriptions at over £2.5 million; Amended Terms,

and Operational Update

Tirupati Graphite plc (TGR.L), the specialist flake graphite company and producer of this critical mineral for the global energy transition, is pleased to announce that subscriptions for its placing of zero-coupon Convertible Notes ("2025 Notes") have now surpassed £2.5 million. The placing remains open for additional subscriptions until 5pm on Friday 11 April 2025.  Terms of the 2025 Notes are being revised as detailed below.  The Company has updated its current Investor Presentation (available at www.tirupatigraphite.co.uk) and also provides below certain updates following its second month of restarted operations in Madagascar.

Convertible Loan Note ("CLN") Fundraise and Terms Update

The previously announced terms for the 2025 Notes are amended as follows:

·    Conversion price amended to 3.75 pence per ordinary share of the Company (previously 5 pence);

·    Warrants to be issued on conversion on a 1:1 basis revised to an exercise price of 3.75 pence per ordinary share; and

·    Accelerator option amended: in the event that the Company's share price exceeds 11.25 pence per share for a set period prior to 31 December 2025, holders of the warrants issued on conversion of the 2025 Notes who then exercise their warrants within 30 days will be granted additional warrants on a 1:2 basis, with an exercise price of 15 pence per share and a duration of 18 months (previously a trigger price of 15 pence and an exercise price of 20 pence).

To date, the Company has received £1.56 million of the proceeds of the CLN offering, with the balance all due by 15 April 2025. As previously announced, the 2025 Notes will be convertible at the option of the holder, and by the Company when the conversion shares can be admitted to trading on the LSE (the "Conversion Condition") expected later this year, once: (i) the Company has received approval from shareholders in general meeting for the issue of the shares; (ii) listing of the Company's ordinary shares on the LSE is resumed and the present suspension is lifted, which requires filing of the 31 March 2024 annual report and audited financial statements, as well as the 30 September 2024 half year accounts; and (iii) approval of the required prospectus for issue of the new shares.

The Company is similarly revising the amended terms of its £0.9 million 2019 Convertible Notes, reducing the conversion price of the Notes to 3.75 pence per ordinary share. As a reminder, these Notes will also convert to ordinary shares once the Conversion Condition is satisfied.

The Company is progressing discussions with holders of its £1.8 million 2022 Convertible Notes regarding agreement to extend the mid 2025 maturity date by one year, with a reduction in the conversion price to 10 pence per ordinary share and amended interest terms.

Production Update and Operational Progress

·    During March 2025, production achieved from the Vatomina project was 388 MTs of flake graphite concentrate of various grades, up to 96% purity. Production was below the planned monthly target due to a combination of plant shutdowns and lower than expected ore grade.

·    In order to support mining of higher grade ore, grade control and mine planning drilling was re-commenced in late March following the return to service of the Company-owned drilling rig.

·    First results from this drilling campaign have demonstrated encouraging higher ore grades, and indicate that daily production rates of around 25 tons per day of flake graphite concentrate at the Vatomina plant should be achievable from two Pre-concentation Units ("PCUs").

·    The third and fourth PCUs being transferred from the Sahamamay operation to the Vatomina mine area will be installed during April.

·    Production guidance of 1000 MT per month by July 2025 and 1500 MT per month by December 2025 remains unchanged.

·    VAT refunds received in Madagascar of $195,000 during March 2025.

Sales Outlook

·    Interest from customers across all product grades has been strong in the intervening period since the last update.

·    As at 31 March 2025, only 220 MTs of legacy prepaid orders (received and paid for in 2024 under the previous leadership) remain outstanding to be produced, with production and incurred costs for these orders expected to be completed by mid-April. From that point on, all sales will benefit current cashflows.

Financial Accounts and Audit

·    The audit of the overdue financial statements for the year ended 31 March 2024 has now resumed, following the need to re-build the accounting system after the denial of access to IT systems by the previous CEO, as previously reported.

Mark Rollins, Executive Chairman of Tirupati Graphite commented:

"The Board is very pleased to have received significant demand for its 2025 Notes from existing and new investors. By surpassing the initial target of £2.5m, the Company is well placed to pursue and deliver on the Board's stated objectives in our announcements and presentations to date, and I encourage those investors who would like to do so to contact the Company directly or through their advisors should they wish to participate."

Forward looking statements and disclaimers

The information contained in this document and others attached to or referred to here (together "this document") have been prepared by Tirupati Graphite plc (the "Company") solely for informational purposes. It has not been fully verified and is subject to material updating, completion, revision, verification and further amendment.

While the information contained herein has been prepared in good faith, neither the Company nor any of its directors, officers, agents, employees or advisers give, have given or have authority to give, any representations or warranties (express or implied) as to, or in relation to, the accuracy, reliability or completeness of the information, or any revision thereof and any liability therefore is expressly disclaimed. Information contained herein does not purport to be complete and is subject to certain qualifications and assumptions and should not be relied upon for the purposes of making an investment in the Company's securities or entering into any transaction. The information and opinions contained in this document are provided as at the date of this document and are subject to change without notice and, in furnishing the document, the Company does not undertake or agree to any obligation to update or correct this document. This document has not been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This document does not constitute, or form part of, an offer or invitation to issue, sell or acquire, or the solicitation of an offer to subscribe or purchase, any securities in the Company. This document may contain certain "forward looking statements". Forward looking statements often use words such as "believe", "expect", "estimate", "intend", "anticipate", "aim" and words of a similar meaning. There are important factors, risks and uncertainties that could cause actual outcomes and results to be materially different. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this document is intended as a profit forecast or profit estimate nor the company undertakes any responsibility towards any such information provided in this document.

ENDS

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

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 production nameplate capacity of 30,000tpa, 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: