Speculative Quoted Options Offer Could Dilute Terra Shareholders by 29%

Entitlement Offer Details and Strategic Intent

Terra Critical Minerals Limited (ASX – T92) has announced a non-renounceable entitlement offer of quoted options to its eligible shareholders, aiming to raise approximately $586,302 in immediate working capital. Shareholders registered as of 7pm Sydney time on 4 December 2025 can subscribe for 2 quoted options for every 5 shares held, at an offer price of $0.01 per option. Each option will be exercisable into a fully paid ordinary share at $0.09, with an expiry date set for 29 December 2030.

This capital raising initiative is designed not only to provide the company with modest near-term funding but also to offer shareholders a speculative stake in Terra’s future growth. The company’s portfolio includes promising precious, critical, and energy metals exploration projects located in Australia and North America, including the True American Tungsten Project, Glen Eden Project, and Mole River.

Lead Manager Offer and Capital Structure Impact

Alongside the entitlement offer, Terra has included a Lead Manager offer comprising 5 million quoted options to CoPeak Pty Ltd, the appointed lead manager for this capital raising. This issuance is contingent on the full subscription of the entitlement offer and shareholder approval. The quoted options will be listed on the ASX under the code T92OA, with trading expected to commence shortly after the issue date.

Upon completion, the entitlement offer will see up to 58.6 million quoted options issued, increasing the total quoted options on issue to approximately 63.6 million, including the Lead Manager options. If all quoted options are exercised, the company’s share capital could expand from approximately 146.6 million shares to over 210 million shares, potentially diluting existing shareholders by around 29% if they do not participate fully.

Risks and Investor Considerations

Terra’s directors emphasize that the investment is speculative, reflecting the inherent risks of early-stage mineral exploration companies. These risks include funding uncertainties, exploration and operational challenges, regulatory compliance, environmental considerations, and commodity price volatility. The company’s limited operating history and the speculative nature of quoted options, which have an expiry date and may trade illiquidity, add layers of complexity for investors.

Eligible shareholders are encouraged to carefully consider these risks in light of their individual financial circumstances and seek professional advice before participating. The offer excludes shareholders outside Australia and New Zealand, and entitlements are non-transferable and non-renounceable, meaning shareholders will not receive value for any entitlements they do not exercise.

Use of Proceeds and Future Outlook

The funds raised from the entitlement offer will primarily cover the costs of the offer itself and provide working capital to support ongoing exploration activities. Should the quoted options be exercised in the future, Terra could access up to an additional $5.3 million to further its exploration and development objectives. The company’s management remains focused on advancing its critical minerals projects, which are strategically important given the global demand for energy transition metals.

Shareholders and market participants will be watching closely how the offer is received, the level of take-up, and the subsequent impact on Terra’s capital structure and exploration progress.