Announcement • Aug 21

NQM Gold 2 Pty Ltd completed the acquisition of 70% stake in Mozambique Graphite Assets from Triton Minerals Limited (ASX:TON).

NQM Gold 2 Pty Ltd signed a memorandum of understanding to acquire 70% stake in Mozambique Graphite Assets from Triton Minerals Limited (ASX:TON) for AUD 17 million on June 25, 2024. The transaction is subject to approval by FIRB and by the shareholders of Shandong Yulong Gold Co., Ltd. and Triton Minerals. The deal is also subject to the approval by Australian Securities Exchange, Mozambique government approvals and completion and execution of the JV Agreement. On June 27, 2024, the 15th meeting of the 6th Board of Directors of the Company reviewed and approved the "Proposal on the Company's Signing of a Binding Memorandum. The specific transfer price shall be subject to the formal transfer agreement signed after the audit and evaluation. Proceeds are expected to be received in three stages, with the initial refundable deposit of AUD 2.5 million already received, followed by AUD 5.95 million to be received upon meeting certain conditions precedent, and the remaining AUD 8.5 million by February 28, 2025. Triton anticipates entering into the formal agreement by the end September 2024, holding a meeting of its shareholders to approve the transaction in late October 2024. The expected completion of the transaction is in February 2025. NQM Gold 2 Pty Ltd entered into a share sale and purchase agreement to acquire 70% stake in Mozambique Graphite Assets from Triton Minerals Limited (ASX:TON) on December 9, 2024. As part of the acquisition, Triton will initially retain a 30% joint venture interest in the Mozambique Graphite Assets. As of December 20, 2024 FIRB Clearance provides for Pre-Completion to occur, on or before December 31 2024, in which Yulong will be granted three additional directors to the boards of Kwe Kwe Graphite Lda and Grafex Limitada (the Mozambique ownership companies of Triton's Graphite Assets) and a payment of AUD 59.5 million will be made to Triton. The receipt of this Pre-Completion payment of AUD 59.5 million on or before December 31, 2024, will provide a capital injection that significantly strengthens the Company’s financial position and will enable Triton to progress its strategic initiatives and operational goals into the future. The Company has received and cleared the first Tranche of second payment of AUD 3 million. In addition, the Company confirms that it has executed a Deed of Amendment to the SSAP. The amendments, effective from 31 December 2024, were required to address specific transactional considerations, including adjustments to the payment schedule outlined in the agreement. As announced on 10 March 2025, NQM failed to pay the adjusted sum of AUD 3.42 million which was due on 28 February 2025, as contemplated by the sale and purchase agreement The Company sent a letter of demand to NQM on 7 March 2025 seeking payment of AUD 3.42 million as soon as possible and in any event, by no later than 11 March 2025. The Company advises that it has not received payment of AUD 3.42 million. The Independent Directors of the Company are considering the options available to it and are taking legal advice. In April 2025, Triton filed a writ of summons in the Supreme Court of Western Australia, seeking recovery of the outstanding $8.5 million final payment from NQM Gold Pty Ltd, under the Share Sale and Purchase Agreement (SSAP), after NQM failed to make the $3.42 million progress payment due on 28 February 2025. This followed unsuccessful negotiations and two formal letters of demand. On 4 September 2025 The Triton announced it had executed a Deed of Settlement and Deed of Variation with NQM to resolve the dispute, including provisions for the early payment of a portion of the remaining $8.5 million and the early release of the remaining deposit funds and adjournment, and subsequent dismissal, of the current Supreme Court proceedings. A summary of the material amendments to the SSAP is set out as The remaining deposit funds are to be transferred into the Triton's operating account and can be used for any purpose without restriction. The final payment of $8.5 million will be paid in two tranches. Tranche 1: $3 million to be paid to the Company within three business days of executing the Deed of Settlement and Tranche 2: $5.5 million to be transferred into a trust account within three business days of executing the Deed of Settlement and released to the Triton on completion of the SSAP and the Kwe Kwe Agreement. If for any reason completion of the Kwe Kwe Agreement does not occur or cannot occur by completion of the SSAP, NQM is entitled to transfer the remaining $5.5 million from the trust account to NQM within five business days after it becomes apparent to the parties that completion of the SSAP cannot occur within seven days of satisfaction of the conditions precedent. The Triton has ten business days from the end of 31 December 2025 to complete the Kwe Kwe Agreement and upon that occurring, NQM will pay the remaining $5.5 million to the Triton's nominated bank account. As of September 5, 2025, Triton Minerals Limited received AUD 3 million. As of April 30, 2026, Triton Minerals continues to progress toward completion of the Share Sale and Purchase Agreement for its Mozambique graphite assets, with Mozambique government approval. the key remaining condition precedent well advanced and $5.5 million still outstanding. To preserve cash until completion, all directors have voluntarily deferred their fees. As of June 30, 2026, the NQM Gold 2 Pty Ltd, failed to complete the acquisition of Triton's Mozambique graphite assets on the scheduled completion date of July 1, 2026. In addition, Triton has issued a default notice to NQM, giving them a new deadline of July 9, 2026, to complete the transaction. On July 23, 2026, Triton Minerals announced that, NQM Gold 2 Pty Ltd, failed to complete the acquisition by the July 9, 2026 deadline and is in default of the Share Sale and Purchase Agreement. Triton has elected to affirm the agreement and is seeking specific performance to legally compel NQM to complete the transaction. The deal has not been terminated. Completion is expected to occur on August 21, 2026, upon payment of the outstanding consideration. If completion does not occur on the specified date, NQM will be required to transfer its 70% interest back to Triton's subsidiaries. As of August 18, 2026, Triton Minerals Limited has entered into a deed of settlement with NQM Gold 2 Pty Ltd. NQM Gold 2 Pty Ltd completed the acquisition of 70% stake in Mozambique Graphite Assets from Triton Minerals Limited (ASX:TON) on August 21, 2026. The completion was effective today, following receipt of the outstanding consideration and further to the Company's previous announcements regarding the legal proceedings against NQM in the Supreme Court of Western Australia, the Company has instructed its legal advisers to take the necessary steps to formally discontinue those proceedings in accordance with the terms of the Deed of Settlement and Release.

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