Announcement • Feb 28
Metal Powder Works, Inc. completed the acquisition of K-TIG Limited (ASX:KTG) in a reverse merger transaction. Metal Powder Works, Inc. entered into a binding agreement to acquire K-TIG Limited (ASX:KTG) in a reverse merger transaction on December 13, 2024. The consideration to be provided by the Company under the terms of the Share Purchase Agreement comprises the issue of the following securities (on a post-Consolidation basis): 55,000,000 Shares (Consideration Shares); and 50,000,000 Performance Rights (Consideration Performance Rights), in two equal tranches subject to the vesting conditions. The Consideration Shares and Consideration Performance Rights (together, the Consideration Securities) will be issued to the MPW Vendors in proportion to their respective interests in MPW on Completion. Post completion of the acquisition, K-TIG Limited will change it's name to Metal Powder Works Limited. The MPW Vendors (defined below) will have the right to nominate up to 3 Directors to the Board of the Company from Completion (Board Nominees), subject to there always being two Australian resident Directors on the Board. The MPW Vendors have nominated John Barnes, Leo Christodoulou and Bruno Campisi as the Board Nominees (together, the Proposed Directors). The following proposed changes to the Board will be made in connection with the Transaction: Anthony McIntosh will resign as Non-Executive Director; John Barnes will be appointed as the Managing Director on Completion; Leo Christodoulou will be appointed as a Non-Executive Director on Completion; and Bruno Campisi will be appointed as a Non-Executive Director on Completion. On Completion, the Board will consist of: Stuart Carmichael –Non-Executive Chair; John Barnes –Managing Director; Darryl Abotomey –Non-Executive Director; Leo Christodoulou –Non-Executive Director; and Bruno Campisi –Non-Executive Director.
The Share Purchase Agreement is subject to certain conditions precedent, including: ASX providing a conditional reinstatement letter to the Company on terms satisfactory to the Company (acting reasonably); the minority holders of MPW entering into a minority shareholder agreement (Minority MPW SPA) and the Company being entitled to complete under the Minority MPW SPA; the Company’s shareholders approving the Transaction and associated resolutions at the General Meeting; and the Company raising the Minimum Subscription of $4.5 million under the Public Offer. As of January 10, 2025, Shareholder approval will be sought at the general meeting for the proposed acquisition of Metal Powder Works Inc. on February 11, 2025.
Morgans Corporate Limited acted as lead manager; White Hutt Pty Ltd and Ventnor Equities & Advisory acted as corporate advisory; and Powerhouse Ventures Limited acted as facilitator to K-TIG Limited.
Metal Powder Works, Inc. completed the acquisition of K-TIG Limited (ASX:KTG) in a reverse merger transaction on February 27, 2025. Announcement • Feb 11
K-TIG Limited Elects John Barnes and Bruno Campisi as Directors K-TIG Limited at the General Meeting of Shareholders held on 11 February 2025, carried election of Director - John Barnes and election of Director - Bruno Campisi. Announcement • Jan 17
K-TIG Limited has filed a Follow-on Equity Offering in the amount of AUD 10 million. K-TIG Limited has filed a Follow-on Equity Offering in the amount of AUD 10 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 50,000,000
Price\Range: AUD 0.2
Discount Per Security: AUD 0.012
Security Features: Attached Options 
