Ryzon Materials Ltd has lodged a prospectus to raise up to $10 million through a share placement with free-attaching options, aiming to meet ASX conditions for lifting its securities suspension and advancing its Nachu graphite project.
- Prospectus lodged to raise $10 million via 200 million shares at $0.05 each
- Secondary offers include shares and options issued for debt repayment and remuneration
- ASX reinstatement contingent on satisfying detailed conditions by 8 December 2025
- Funds targeted to support Nachu graphite project development and corporate costs
- Company faces ongoing litigation and project development risks amid suspension
Capital Raise and ASX Reinstatement
Ryzon Materials Ltd (ASX – RYZ), a vertically integrated lithium-ion battery materials company, has taken a critical step toward resuming trading on the ASX by lodging a prospectus with the Australian Securities and Investments Commission (ASIC) on 27 November 2025. The prospectus outlines a placement offer to raise up to $10 million through the issue of 200 million shares priced at 5 cents each, accompanied by free-attaching options exercisable at the same price over three years.
This capital raising is a key component of Ryzon's strategy to satisfy the Australian Securities Exchange's (ASX) reinstatement conditions following a voluntary suspension that began in December 2023. The company must meet a comprehensive set of requirements, including issuing shares to repay secured debt, demonstrating sufficient working capital, and providing audited pro forma financials, all by 8 December 2025 to avoid removal from the official list.
Debt Repayment and Secondary Offers
Alongside the placement, Ryzon is issuing shares and options to several related parties and creditors as part of a broader recapitalisation. Notably, 339.88 million shares and 169.94 million options will be issued to F.X Funds Management Pty Ltd to settle secured debt, while Yantai Xinhai Mining Research & Design Co. will receive shares and options in exchange for engineering services and a $500,000 placement. Global Corporate Finance will also receive shares and options as fees under an equity commitment agreement. These secondary offers do not raise additional cash but are instrumental in restructuring the company's balance sheet.
Funding Allocation and Project Focus
The proceeds from the placement will primarily fund the development of Ryzon's Nachu graphite project in Tanzania, covering water infrastructure, civil works, permitting, licensing, and local operational costs. The company also plans to reduce accounts payable and accruals related to the project and corporate overheads. The prospectus details a responsible approach to adjusting working capital allocation should the placement raise less than the full amount.
Risks and Legal Challenges
Investors should note that Ryzon's securities remain suspended pending ASX approval, and the company faces significant risks. These include project development uncertainties, the need for additional capital beyond this raise, and ongoing litigation. The company is defending civil penalty proceedings initiated by ASIC over alleged continuous disclosure breaches, with court hearings scheduled for early 2026. Additionally, a claim by Ramboll Americas Integrated Solutions related to the Imperium3 battery factory project poses further legal exposure.
Ryzon's investment in Imperium3 New York Inc remains valued at nil in its financial statements following the latter's bankruptcy proceedings and asset sale. The company is focusing on advancing the Nachu Project as its core asset moving forward.
Outlook and Market Implications
Should Ryzon satisfy all ASX reinstatement conditions, including the successful completion of this capital raise, it will emerge with a strengthened balance sheet, elimination of secured debt, and a clear path to operational readiness. The company anticipates issuing over 1.8 billion shares post-offer and expanding its options pool significantly. However, the timing and certainty of reinstatement remain subject to ASX discretion and market conditions.
Bottom Line?
Ryzon's capital raise and restructuring mark a pivotal moment, but successful ASX reinstatement and project execution remain critical hurdles ahead.
Questions in the middle?
- Will Ryzon secure additional funding beyond this raise to fully develop the Nachu Project?
- How will ongoing litigation outcomes impact Ryzon's financial position and investor confidence?
- What is the timeline and likelihood of ASX reinstating Ryzon's securities given the complex conditions?