Glencore Announces Amendment and Restatement of Convertible Facilities Agreement With Tantalex Lithium Resources Corporation
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES NEWSWIRE SERVICES
BAAR, Switzerland, July 17, 2026 (GLOBE NEWSWIRE) -- Glencore AG ("Glencore"), a wholly‑owned indirect subsidiary of Glencore plc, today announced that, further to its news release of November 13, 2023 announcing the entry into an up to US$5,000,000 convertible facilities agreement with Tantalex Lithium Resources Corporation (the "Company") and the Company’s new release of June 19, 2026 announcing an update for the Glencore Financing Arrangements, the convertible facilities agreement dated November 10, 2023 among Glencore (as lender), the Company (as borrower) and the Company's wholly‑owned subsidiary, Sandstone Worldwide Ltd. ("Sandstone") (as guarantor) (the "Original Convertible Facilities Agreement") has been amended and restated by:
- an amendment and restatement agreement dated November 7, 2025 among the Company, Sandstone and Glencore (the "First A&R Agreement"); and
- an amendment and restatement agreement dated February 19, 2026 among the Company, Sandstone, TTX Metals Ltd. ("TTX Metals") and Glencore (the "Second A&R Agreement" and, together with the First A&R Agreement, the "Amendment and Restatement Agreements").
The Original Convertible Facilities Agreement, as so amended and restated by the Amendment and Restatement Agreements, is referred to in this news release as the "Amended Convertible Facilities Agreement".
Under the Amended Convertible Facilities Agreement, Glencore has made available to the Company three convertible term loan facilities with aggregate commitments of U.S.$5,000,000, comprised of:
- Facility A, a convertible term loan facility in the principal amount of U.S.$2,000,000, which is fully drawn ("Facility A");
- Facility B, a convertible term loan facility in the principal amount of U.S.$1,000,000 (reduced from U.S.$3,000,000 pursuant to the Amendment and Restatement Agreements), which is fully drawn ("Facility B"); and
- Facility C, a new convertible term loan facility in the principal amount of U.S.$2,000,000 (representing the undrawn portion of the original Facility B) established under the First A&R Agreement ("Facility C", and together with Facility A and Facility B, the "Facilities").
As at June 30, 2026, the aggregate principal amount outstanding under the Facilities is U.S.$4,350,000 with approximately U.S.$1,700,000 in accrued interest, fees and expenses.
The Facilities terminate on September 30, 2028. Each loan bears interest at one‑Month CME Term SOFR plus a margin of 8% per annum (changed from three‑Month CME Term SOFR plus margin).
The Facilities are convertible at Glencore's option, in whole or in part, into Common Shares at the Conversion Price during the Conversion Period (from the date that is 21 scheduled trading days after the Closing Date until 5:30 p.m. (London time) on the business day before the Termination Date).
Glencore is not entitled to receive Conversion Shares such that Glencore would hold, immediately following any Conversion, more than 20% of the issued and outstanding Common Shares (including any Common Shares held by Glencore prior to such Conversion) (the "Cap"). Any portion of a Conversion Amount that would exceed the Cap is not converted and remains outstanding under Facility A, Facility B and Facility C, allocated pro rata. Glencore does not hold any Common Shares as at the date of this Report.
As at the date of the First A&R Agreement, the Company represented that 907,011,459 Common Shares were issued and outstanding. Based on that share capital, the maximum number of Common Shares Glencore could acquire upon Conversion, assuming conversion up to the Cap, would be 226,752,864 Common Shares, representing 20.00% of the issued and outstanding Common Shares immediately following such Conversion. The actual number of Common Shares issuable upon Conversion of the U.S.$5,000,000 outstanding principal (and any accrued and unpaid interest) will depend on the number of Common Shares that are issued and outstanding at the applicable time, but in no event will it exceed the Cap.
Sandstone continues to guarantee the obligations of the obligors under the finance documents. Pursuant to the Second A&R Agreement, TTX Metals, a wholly‑owned subsidiary of the Company, acceded as an additional guarantor.
Pursuant to a share pledge agreement dated February 16, 2026 (the "Share Pledge Agreement"), TTX Metals granted Glencore a security interest over the shares held by TTX Metals in Sandstone (representing 50% of the issued and outstanding shares of Sandstone) as continuing collateral security for the obligations of the obligors under the Amended Convertible Facilities Agreement.
The Company's existing pledge agreement remains in full force and effect.
In connection with the Second A&R Agreement, the Company, TTX Metals and Sandstone entered into a royalty agreement with Glencore dated February 19, 2026 (the "Royalty Agreement") providing for a 1.00% gross revenue royalty on tin, lithium and tantalum (and their products and derivatives) produced from Exploration Licence PR12448, Production Licence PE12447 and Licence 13698 (the "Target Properties"). To the extent permitted under applicable law, the royalty constitutes an interest in the Target Properties and the related metals.
A lithium offtake agreement between Glencore and the Company remains in effect. On November 3, 2025, Glencore and the Company entered into a tin offtake agreement in respect of the TiTan tin and tantalum project in the Democratic Republic of the Congo. Pursuant to a deed of novation dated June 2, 2026, Sandstone has replaced the Company and TTX Metals as counterparty under that tantalum offtake which expanded to cover tantalum (covering 100% of tin and tantalum production).The Amended Convertible Facilities Agreement contains representations and warranties, covenants, events of default and indemnities customary for transactions of this nature, as amended by the Amendment and Restatement Agreements.
The address of Glencore is Baarermattstrasse 3, CH-6340 Baar, Switzerland.
The head office of the Company is at 1410-120 Adelaide St. West, Toronto, Ontario, M5H 1T1, Canada.
Glencore entered into the Amended Convertible Facilities Agreement for investment purposes and may elect to convert amounts owing under the Amended Convertible Facilities Agreement, in whole or in part, into Common Shares in accordance with its provisions. Glencore will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company and, depending on its evaluation of these and other factors, may from time to time in the future decrease or increase its direct or indirect ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise.
This news release does not constitute an offer to sell, nor the solicitation of an offer to buy, the securities in any jurisdiction; nor shall there be any sale of securities mentioned in this news release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This news release is being issued pursuant to National Instrument 62-103, persons who wish to obtain a copy of the early warning report to be filed by Glencore in connection with this transaction may obtain a copy of such report from www.sedarplus.com or by contacting the persons named below.
For further information, please contact:
Investors
Martin Fewings
t: +41 41 709 28 80
m: +41 79 737 56 42
Media
Charles Watenphul
t: +41 41 709 24 62
m: +41 79 904 33 20
charles.watenphul@glencore.com
Notes for Editors
Glencore is one of the world’s largest global diversified natural resource companies and a major producer and marketer of more than 60 commodities. Through a network of assets, customers and suppliers that spans the globe, we produce, process, recycle, source, market and distribute the commodities that advance everyday life.
With over 140,000 employees and contractors and a strong footprint in over 30 countries in both established and emerging regions for natural resources, our marketing and industrial activities are supported by a global network of offices.
Glencore’s customers are principally industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing, logistics and other services to producers and consumers of commodities..
Important information
This material does not purport to contain all of the information you may wish to consider. For further important information, including in connection with forward-looking statements and other cautionary information, refer to the Important notice section of Glencore’s 2025 Annual Report, which is available at glencore.com/publications. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from any future events, results, performance, achievements or other outcomes expressed or implied by such forward-looking statements. This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities.
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