The long-delayed acquisition of a 70% stake in Triton Minerals Limited’s Mozambique graphite assets by NQM Gold 2 Pty Ltd has now been completed, bringing to a close a transaction that was held up by payment disputes, legal proceedings and regulatory approvals.
Triton Minerals, listed on the Australian Securities Exchange as ASX:TON, confirmed on 21 August 2026 that completion had taken place following receipt of the outstanding consideration. The transaction originated in June 2024, when NQM agreed to acquire the 70% interest for AUD17 million. Triton would retain the remaining 30% interest in the Mozambique assets through a joint venture structure.
The deal was initially subject to a series of conditions, including approval from the Foreign Investment Review Board (FIRB), shareholders of Shandong Yulong Gold and Triton Minerals, Australian Securities Exchange requirements, Mozambique government approvals and the completion of the relevant joint venture arrangements. A refundable deposit of AUD2.5 million was received initially, followed by further payments linked to the satisfaction of conditions precedent.
By December 2024, FIRB clearance had enabled a pre-completion arrangement under which Yulong would receive three additional directors on the boards of Kwe Kwe Graphite Lda and Grafex Limitada, the Mozambique entities holding Triton’s graphite assets. However, the transaction subsequently encountered significant delays. NQM failed to make an adjusted AUD3.42 million payment due on 28 February 2025, prompting Triton to issue a formal demand and later commence legal proceedings in the Supreme Court of Western Australia.
In April 2025, Triton filed a writ of summons seeking recovery of the outstanding final consideration under the Share Sale and Purchase Agreement (SSAP), following unsuccessful negotiations and two formal letters of demand. The dispute was subsequently resolved through a Deed of Settlement and Deed of Variation executed in September 2025. Under the revised arrangements, Triton received AUD3 million shortly after execution of the settlement, while the remaining AUD5.5 million was placed into a trust account pending completion of the transaction and the Kwe Kwe Agreement.
The transaction continued to face delays into 2026. Triton reported in April that Mozambique government approval remained a key outstanding condition precedent, while the company continued to conserve cash, including through the voluntary deferral of directors’ fees. NQM subsequently failed to complete the acquisition by the scheduled 1 July 2026 completion date. Triton issued a default notice giving NQM until 9 July to complete the transaction.
When NQM again failed to meet the revised deadline, Triton announced on 23 July that it had elected to affirm the agreement and seek specific performance to compel completion. The transaction was not terminated. A further settlement arrangement was reached in August, paving the way for completion. On 21 August 2026, Triton confirmed that NQM had completed the acquisition following receipt of the outstanding consideration.
The company said it had instructed its legal advisers to take the necessary steps to formally discontinue the Supreme Court proceedings in accordance with the Deed of Settlement and Release. The completion marks the end of a two-year transaction process and transfers majority ownership of Triton’s Mozambique graphite portfolio to NQM, while Triton retains a 30% interest in the assets.
