Triton Agrees to Divest 70% of Mozambique Graphite Assets for A$17 million cash

Triton Minerals Limited(ASX: TON) (“Triton” or “the Company”) is pleased to announce that it has executed a binding memorandum of understanding to divest 70% of its interests in the entities that hold the Ancuabe Graphite Project, including 70% of its interest in the intellectual property and drill core assets relating to the Nicanda Hill and Nicanda West Projects and 70% of its interest in the Cobra Plains mining concession (together with the Ancuabe Graphite Project, the “Mozambique Graphite Assets”) to Shandong Yulong Gold Co., Ltd. (“Shandong Yulong”)’s designated subsidiary for cash consideration of A$17 million, subject to certain terms and conditions outlined below (“Transaction”).

HIGHLIGHTS:

• Tritonexpectedtoreceivematerial,neartermcash– A$17 million cash payment payable to Triton in staged payments.
• Fastestdevelopmentpathway– the non-associated Directors of Triton deem the Transaction to be the fastest and most logical route to production for the flagship Ancuabe Graphite Project, given Shandong Yulong’s status as a Shanghai Stock Exchange listed entity with a market capitalisation of approximately RMB10 billion.
• Retains optionality to the graphite market – Triton will initially retain a 30% joint venture interest in the Mozambique Graphite Assets, which provides Triton with continued exposure to the graphite market.
• Well-fundedforvalue accretive transactions –Triton is expected to be well funded to assess value accretive acquisitions to generate Triton shareholder value.

Memorandum of Understanding to divest 70% of Triton’s Mozambique Graphite Assets

Triton and Shandong Yulong have entered into a binding Memorandum of Understanding (“MOU”) whereby Triton has agreed to divest 70% of the entities that hold the Mozambique Graphite Assets to Shandong Yulong.

Total proceeds of up to A$17 million pursuant to the Transaction expected to be received by Triton in the following staged payments:

• A$2.55 million - deposit payable within 15 days after execution of the MOU;
• A$5.95 million - upon satisfaction of the conditions precedent (set out in Annexure 1 to this announcement); and
• A$8.5 million - by 28 February 2025.

The specific payment mechanics for the second two tranches will be subject to the formal documentation to be entered into to give effect to the MOU.

Triton expects to use the sale proceeds from the Transaction:

• to fund its contribution towards the proposed joint venture over the Mozambique Graphite Assets as an initial 30% joint venture holder, with the specific arrangements in relation to funding to be negotiated in the joint venture agreement and budget; and
• for working capital purposes, including the assessment of new value accretive acquisitions in the battery minerals and resource sector in Mozambique and Australia.

Triton’s Executive Director, Mr Andrew Frazer said:

“The compelling offer submitted by Shandong Yulong represents a significant opportunity for Triton to realise value via expected cash payments totalling A$17 million in the near term. These funds will provide Triton with the opportunity to diversify its portfolio via the assessment of value accretive acquisition opportunities.

Triton will initially retain a 30% ownership in the Mozambique Graphite Assets which provides Triton with exposure to upside in the graphite market.

Ultimately, we think this Transaction is the best way to generate value for shareholders in a timely manner, given Shandong Yulong’s size, balance sheet and desire to develop and operate the Mozambique Graphite Assets. We look forward to working with Shandong Yulong in executing the Transaction and going forward as a joint venture partner.”

It is a condition precedent to the Transaction that Triton and Shandong Yulong enter into a joint venture agreement to develop and operate the Mozambique Graphite Assets following completion of the Transaction, with initial equity ownership of 70% (Shandong Yulong) and 30% (Triton).

Shandong Yulong, together with its associates, is a substantial shareholder of Triton, with an aggregate holding of 564,378,502 fully paid ordinary shares (“Shares”) (representing a disclosed voting power of 35.98% in Triton). Shandong Yulong has two director nominees on the Board of Directors of Triton, being Mr Peng Zhang (Executive Chairman) and Mr Xingmin (Max) Ji (Non-Executive Director). Therefore, Triton established a working group consisting of Mr Andrew Frazer (Executive Director) and Mr Adrian Costello (Executive Director), being the two directors of Triton who are not nominees of Shandong Yulong, to assess the merits of the Transaction. Taking intoaccount range of factors including funding requirements and corporate structure, Mr Frazer and Mr Costello believe it is in the Company’s best interests to enter into the Transaction. Triton will engage an independent expert to provide an opinion on whether or not the Transaction is fair and reasonable to unassociated shareholders and seek approval from unassociated shareholders pursuant to ASX Listing Rule 10.1. Triton will also seek shareholder approval for the purposes of ASX Listing Rule 11.2. Full details will be provided in documentation to be released to shareholders and on ASX in coming months.

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