Tirupati Graphite plc (LON:TGR), the specialist graphite and graphene company developing sustainable new age materials, has announced on 17 August 2021 its agreement with Battery Metals Limited to acquire the entire issued share capital of its subsidiary Suni Resources SA as per the abridged terms in the announcement and varied subsequently.
Under the Key Transaction Terms in the announcement, the first bullet point states that:
Subject to the satisfaction of the conditions to the transaction, the Company will acquire from Battery Minerals 100% of the issued share capital of Suni Resources (a Mozambique incorporated subsidiary of Battery Minerals), all related intellectual property relating to the Montepuez Project and Balama Central Project, and will be assigned the shareholder loans owed by Suni Resources to certain Battery Minerals group companies amounting to c.AU$29 million for a total aggregate consideration of AU$12.5 million.
Owing to some questions received from investors in relation to the shareholder loans amounting to c.AU$29 million that will be assigned to TG by Battery Minerals group companies, the Company wishes to clarify that:
· TG will not be assuming any external debt as a result of the acquisition and it will not have any obligation in respect of repayment of or the payment of interest in respect of any third party debt upon completion as a result of the acquisition of Suni Resources; and
· The debt assigned to TG by Battery Minerals group companies shall on completion become an intra group debt within the enlarged TG group owed by Suni Resources to TG.
The Company further confirms that arrangements have been progressed for the provision of the Bank Guarantee (‘BG’) to be completed which will allow for the last steps towards closing of the acquisition of Suni Resources to be progressed.
Shishir Poddar, CEO of Tirupati Graphite, said:
“We felt duty bound to correct the misconception that the Company is acquiring any external debt through the acquisition of Suni Resources. The agreed consideration is the only cost to Tirupati for acquiring these transformational, ready-to-construct projects with globally significant resources.
“Without taking on any debt, TG will acquire the Balama Central and Montepeuz projects in Mozambique, which are both fully licensed for construction to >150,000 tpa flake graphite production capacity and which have already benefited from significant investment to this date.”
