Issue of warrants and grant of employee options
Tirupati Graphite plc has announced the issue of 26,000,000 performance-based employee share options with an exercise price of £0.015, and 34,000,000 Restructuring Warrants with an exercise price of 1.5p, awarded in lieu of cash bonuses to key leadership figures. These grants, which vest based on share price performance reaching 200% and 300% of the exercise price, represent approximately 7.87% of the company's current issued share capital. The options and warrants are conditional on positive share price performance and the company having necessary share issue authorities.
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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 Thomas 1 | 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.
| 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 |
| a) | Name | Tirupati Graphite plc |
| b) | LEI | 2138006PQV9F72H17783 |
| 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 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.