Triton Minerals : Placement to Raise up to approximately $4.1 million

ASX Announcement

27 April 2022

Placement to Raise up to approximately $4.1 million

Highlights

•  Triton has entered into a mandate with Taurus Capital Group to act as Lead Manager to a Placement to issue up to 140m shares (at an issue price of $0.029 per share) and up to 140m options to raise up to approximately $4.1 million

•  Placement to comprise of two tranches: Tranche 1 (issue of 16m shares and, subject to shareholder approval, 16m options) and Tranche 2 (subject to shareholder approval, issue of up to 124m shares and up to 124m options)

•  Triton has received firm commitments for 100% of the Tranche 1 shares from sophisticated and professional investors, indicating strong endorsement of the Company's Ancuabe Graphite Project

•  Funds raised will be applied to development of the Company's Ancuabe Graphite Project, working capital and general corporate costs.

Triton Minerals Limited (Triton or the Company) (ASX:TON) is pleased to announce it has entered into a mandate with Taurus Capital Group (Taurus) pursuant to which Taurus has agreed to act as lead manager of a placement to raise up to approximately $4.1 million (before costs) (Placement).

Executive Director Mr. Andrew Frazer said

"We are very pleased to launch this capital raising which once complete will enable the continued, rapid development of Triton's flagship Ancuabe Graphite Project (the Project) towards production. Our team has recently completed a Strategic Review and Desktop Study of the various alternatives for bringing the Project into production in the short term, which demonstrated the Project could be developed initially via a Commercial Pilot Plant (CPP) as part of a two-stage development strategy, using a modular build approach which would provide the most efficient and cost-effective solution to developing the Project.

The tailwinds for the graphite market have never been stronger, so the Company is committed to continuing our rapid development of the Project."

1

The Placement will involve the issue of up to 140,000,000 fully paid ordinary shares (Placement Shares) at an issue price of $0.029 per share (Issue Price), with each placee to be issued options on a 1-to-1 basis for nil cash consideration with an exercise price of $0.05 each and an expiry date of 30 June 2024 as set out in Annexure B (Placement Options).

The Issue Price represents a 14.7% discount to the last price of $0.034 per share, a 11.1% discount to the 15 day VWAP of $0.033 per share and a 7.6% discount to the 30 day VWAP of $0.031 per share.

The Placement will comprise of two tranches as follows:

•  Tranche 1: the issue of 16,000,000 Placement Shares using the Company's available capacity under Listing Rule 7.1, with each placee having the right (subject to shareholder approval) to be issued a Placement Option on a 1-for-1 basis; and

•  Tranche 2: subject to Shareholder approval, the issue of up to 124,000,000 Placement Shares and up to 124,000,000 Placement Options. Commitments have not yet been sought for Tranche 2.

The Company is pleased to confirm that the Company has received firm commitments to place all 16,000,000 of the Tranche 1 Placement Shares to sophisticated and professional investors, representing proceeds of up to approximately A$464,000. An Appendix 3B in relation to the Placement will follow the release of this announcement.

Settlement of the Tranche 1 Placement Shares is anticipated to occur on or around Tuesday, 3 May 2022.

Notice of annual general meeting

The Company will shortly provide to shareholders the Company's Notice of Annual General Meeting scheduled for 31 May 2022, pursuant to which it will seek shareholder approval for:

•  the ratification of the issue of the Tranche 1 Placement Shares;

•  the issue of Tranche 1 Placement Options, Tranche 2 Placement Shares and Tranche 2 Placement Options; and

•  the issue of the Placement Options to Taurus pursuant to the mandate with Taurus (see Annexure A).

Settlement of the Tranche 1 Placement Options, Tranche 2 Placement Shares and Tranche 2 Placement Options is anticipated to occur after the Company's annual general meeting scheduled for 31 May 2022.

This ASX release was authorised by the Board

Enquiries

[e-mail] [phone]

Contact Details (Australian Office)

Suite 3, 154 Hampden Road Nedlands WA 6009

Not an offer in the United States

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements under the US Securities Act and applicable US state securities laws.

Not an offer of securities

This announcement does not constitute or contain an offer, invitation, solicitation of recommendation to subscribe for, acquire or sell any securities in the Company. This announcement is not a prospectus, product disclosure statement or other offering document under Australian law or any other law, and will not be lodged with the Australian Securities and Investments Commission.

Forward Looking Statements Disclaimer

This announcement as prepared by the Company includes forward looking statements. Often, but not always, forward looking statements can generally be identified by the use of forward looking words such as "may", "will", "expect", "intend", "plan", "estimate", "anticipate", "continue", and "guidance", or other similar words and may include, without limitation, statements regarding plans, strategies and objectives of management, anticipated production or construction commencement dates and expected costs or production outputs.

Forward looking statements inherently involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance and achievements to differ materially from any future results, performance or achievements. Relevant factors may include, but are not limited to, changes in commodity prices, foreign exchange fluctuations and general economic conditions, increased costs and demand for production inputs, the speculative nature of exploration and project development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves, political and social risks, changes to the regulatory framework within which the Company operates or may in the future operate, environmental conditions including extreme weather conditions, recruitment and retention of personnel, industrial relations issues and litigation.

Forward looking statements are based on the Company and its management's good faith assumptions relating to the financial, market, regulatory and other relevant environments that will exist and affect the Company's business and operations in the future. The Company does not give any assurance that the assumptions on which forward looking statements are based will prove to be correct, or that the Company's business or operations will not be affected in any material manner by these or other factors not foreseen or foreseeable by the Company or management or beyond the Company's control.

Although the Company attempts and has attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in forward looking statements, there may be other factors that could cause actual results, performance, achievements or events not to be as anticipated, estimated or intended, and many events are beyond the reasonable control of the Company. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Forward looking statements in these materials speak only at the date of issue. Subject to any continuing obligations under applicable law or any relevant securities exchange listing rules, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

ANNEXURE A

The material terms of the mandate with Taurus are as follows:

•  Taurus is entitled to be paid the following fees for lead managing the Placement pursuant to the mandate:

  • − capital raising fee: a fee in the amount of 6% in respect of the funds raised under the Placement; and

  • − lead manager fee: the issue of 10,000,000 Placement Options to Taurus (or its nominee) subject to shareholder approval;

•  the mandate contains standard indemnities, representations and warranties for an agreement of its nature; and

•  Taurus may terminate the mandate:

  • − immediately by notice in writing if the Company becomes insolvent;

  • − with 14 days' notice if the Company commits or allows to be committed a material breach of the terms of the mandate or if any warranty or representation proves to be untrue,

  in each case, the Company must pay the fees to Taurus already accrued with respect to the Placement.