Tirupati Graphite plc (LON:TGR), the specialist flake graphite company and producer of this critical mineral for the global energy transition, has announced that subscriptions for its placing of zero-coupon Convertible 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 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.”
