Total Graphite plc Announces Issuance of 5.96 Million Shares Following CLN Conversion and Advisor Equity Awards

Advisor Equity Award at 1.5p Reflects Completion of Fundraising Efforts

Total Graphite plc has granted 4,397,000 ordinary shares at 1.5p per share to an advisor as settlement for commissions related to fundraising activities. This equity-based compensation aligns with the company's strategy to conserve cash during its development phase while rewarding advisors who facilitated capital raising. Issuing shares instead of cash commissions is a common practice among junior resource companies managing liquidity during exploration and development.

The allocation of nearly 4.4 million shares underscores the scale of Total Graphite's fundraising initiatives as it progresses its integrated graphite mine-to-materials supply chain. Investors should note that this issuance represents a significant but contained capital transaction. The 1.5p share price is below the conversion price applied in other parts of the issuance, reflecting the valuation basis used for advisory compensation at the time of engagement.

Conversion of CLN 2022 Notes at 3.75p Indicates Noteholder Equity Realisation

Total Graphite converted A350,000 of CLN 2022 Notes into 1,561,863 ordinary shares at 3.75p per share, following a conversion notice from a noteholder. This conversion includes accrued interest, signifying the noteholder's decision to convert debt into equity rather than retain loan instruments. The 3.75p conversion price corresponds with the contractual terms of the original 2022 Convertible Loan Notes.

Such CLN conversions often reflect noteholder confidence in the company’s equity prospects or a strategic preference to exit via equity rather than waiting for maturity or redemption. The inclusion of accrued interest in the conversion illustrates the noteholder's exercise of rights to realise accumulated returns as shares. For existing shareholders, this conversion reduces financial liabilities but increases share count, resulting in proportional dilution.

Post-Admission Share Capital and Voting Rights Overview

Following admission of the newly issued shares to the London Stock Exchange's Main Market, Total Graphite will have an issued share capital comprising 768,406,787 ordinary shares, each with one voting right. The company confirms no shares are held in Treasury, so all issued shares carry voting rights. This capital structure is essential for shareholders calculating disclosure thresholds under FCA rules.

The total voting rights figure of 768,406,787 will be the basis for disclosure calculations. Investors crossing thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%, or 90% must notify the company and market as per FCA regulations. Existing shareholders will experience dilution unless they acquire additional shares or participate in future fundraising. This announcement provides transparency for accurate disclosure compliance.

Total Graphite’s Strategic Role in Global Graphite Supply for Energy Transition

Total Graphite plc specialises in flake graphite and is developing an integrated mine-to-materials supply chain to support the global energy transition. The company addresses growing demand for high-purity graphite essential for lithium-ion battery anodes, thermal management, and fuel cell technologies. Graphite is a critical mineral for clean energy, with supply constraints posing risks to decarbonisation efforts.

The company’s vertical integration strategy differentiates it by capturing value through downstream processing and materials refinement, meeting quality and supply chain demands of battery manufacturers and automotive OEMs. As electric vehicle demand grows, integrated graphite suppliers with downstream capabilities are positioned to benefit from margin expansion. Total Graphite’s supply chain development aligns with industry moves to secure reliable, high-grade graphite sources outside China-dependent supply chains.

Admission Timeline and Market Impact

An application has been made for the 5,958,863 newly issued shares to be admitted to trading on the London Stock Exchange’s Main Market. Admission is expected on or around 28 July 2026, providing a clear timeline for market participants to anticipate the updated share capital and structure. This admission marks the formal inclusion of these shares in public trading, subject to LSE rules.

The admission date closely follows the announcement on 23 July 2026, indicating a streamlined regulatory process. This suggests all approvals are in place and the LSE processed the application without delays. The updated share count will serve as the basis for share price and market capitalisation calculations from admission onward, critical for analysis and compliance.

Capital Preservation Strategy via Equity-Based Advisor Compensation

Settling advisor commissions through equity issuance rather than cash reflects Total Graphite’s capital management during its development phase. For junior resource companies, conserving cash while advancing exploration and development is vital. Issuing shares aligns advisor interests with shareholders and manages working capital.

This strategy results in permanent share dilution, immediately impacting proportional ownership. The 4,397,000 shares granted represent about 0.57% of the post-admission 768.4 million shares, a measurable but moderate dilution. For Total Graphite, securing funding to progress its supply chain development is prioritized over minimizing minor dilution from advisor compensation.

Insider Information Disclosure and Regulatory Compliance

The announcement is classified as inside information under UK Market Abuse Regulation No. 596/2014, incorporated into English law via the EU (Withdrawal) Act 2018 as amended. Publication via a Regulatory Information Service transitions the information from restricted to public domain, ensuring equal market access and maintaining integrity.

Classifying this share issuance as inside information reflects its material impact on capital structure and shareholder dilution. Once published, the information supports informed investment decisions. Total Graphite’s compliance with disclosure rules demonstrates adherence to UK listing and regulatory standards. The timing of this RNS ensures simultaneous market access to the information.

Shareholder Dilution and Proportional Interest Effects

The issuance of 5,958,863 shares will dilute existing shareholders who do not participate or receive allocations proportionally. With a post-admission share count of 768,406,787, the new shares represent approximately 0.78% of the expanded capital. Shareholders not increasing their holdings will see reduced voting power and dividend rights per share.

Dilution varies between issuance components: advisor shares at 1.5p compensate fundraising that may have increased company value, potentially offsetting dilution. The 3.75p CLN conversion converts debt to equity, reducing liabilities but increasing share count. Investors should evaluate whether capital raised and liabilities reduced outweigh dilution effects to assess shareholder value impact.

Strategic Outlook for Graphite Supply Chain Development

This share issuance occurs amid Total Graphite’s ongoing development of an integrated graphite mine-to-materials supply chain. The disclosed capital and financial arrangements settle advisor and noteholder obligations, enabling operational focus. Equity-based advisor compensation indicates management prioritizes operational capital over minimizing dilution.

For investors, completion of these transactions and anticipated Main Market admission on 28 July 2026 are key milestones. The 768.4 million share base will be the reference for future dilution, fundraising, and valuation. The graphite sector remains strategically vital to the energy transition, and Total Graphite’s integrated approach positions it well long term. However, risks related to exploration, permitting, financing, and operations remain.