Sow Good Inc.
04/21/2026 | Press release | Distributed by Public on 04/21/2026 04:41
Material Agreement (Form 8-K)
Sow Good Announces Transformative Acquisition of the Nachu Graphite Project,
Positioning the Company as a Critical Minerals and Battery Anode Developer
Irving, Texas, April 21, 2026 - Sow Good Inc. (Nasdaq: SOWG) ("Sow Good" or the "Company"), announces a transformative acquisition that will position the Company as a critical minerals and battery anode developer supplying high-purity natural flake graphite to the global lithium-ion battery supply chain, while continuing to produce the freeze-dried treats for which it is known. The Company has entered into a definitive share purchase agreement (the "Share Purchase Agreement") with Ryzon Materials Ltd ("Ryzon") and the sellers named therein (the "Sellers") to acquire 100% of the issued and outstanding shares (the "Transaction") of wholly owned Tanzanian subsidiaries of Ryzon (the "Targets"). Following closing, the Company intends to focus on advancing the acquired project toward construction and production, with its current consumer products operations managed as a separate business segment, and management of Sow Good ("Management") believes the Transaction positions Sow Good as a burgeoning battery metals company with a platform for additional critical mineral acquisitions in the future.
The Targets are the sole holders of the Nachu Graphite Project, a world-class, advanced-stage graphite development asset located in the Ruangwa District, Lindi Region of Southern Tanzania (the "Tanzanian Project" or "Nachu Project"). The Nachu Project is reported to be one of the largest known high-purity natural flake graphite deposits globally, and is reported to benefit from a completed Bankable Feasibility Study (prepared under the JORC Code 2012, and not under S-K 1300), a binding offtake agreement with a U.S. Tier-1 EV and ESS manufacturer, a Special Economic Zone license, and a 15.5-year mine life.*
Unless otherwise stated, all technical and economic data relating to the Nachu Project contained in this press release has been derived from Ryzon's publicly available disclosures and has not been independently verified by the Company. See "Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure" below.*
About the Tanzanian Project
The Nachu Project is an advanced-stage, open-pit graphite development project that is fully permitted and located approximately 20 km from the town of Ruangwa in the Lindi Region of Southern Tanzania, and approximately 220 km by road from the deep-water port of Mtwara. The project is at the advanced development stage, having completed a bankable feasibility study, secured all principal mining and environmental permits, and obtained a Special Economic Zone license, but has not commenced construction or production to date.*
The 2022 BFS Update prepared by Ausenco Services Pty Ltd and other consultants under the JORC Code 2012 (the "2022 BFS Update") reports that the Nachu Project hosts a global mineral resource of 174 million tonnes at 5.4% total graphitic carbon ("TGC") and an ore reserve of 76 million tonnes at 5.2% TGC. The project is designed to process 5 million tonnes per year of run-of-mine ore through a conventional crushing, grinding, and flotation circuit to produce approximately 236,000 tonnes per year of graphite concentrate at 98.5%-99.0% TGC purity - without chemical purification.*
In addition, Ryzon has disclosed that the Nachu Project benefits from a binding offtake agreement with a Tier-1 EV and ESS manufacturer for supply of natural graphite anode materials. The Company has not independently verified the terms or current status of this agreement. If this agreement remains in effect following closing, Management believes it would:
| ● | provide cornerstone revenue visibility and de-risk the Nachu Project's commercial viability; |
| ● | position Sow Good as a direct participant in the non-Chinese battery anode supply chain at a time of acute Western government and automaker focus on supply chain security; |
| ● | support project financing discussions by demonstrating contracted demand from a globally recognized counterparty; and |
| ● | provide a foundation from which to pursue additional offtake agreements with other battery manufacturers, cathode/anode producers, and trading houses. |
Re-confirming and, if necessary, re-establishing the terms of the existing offtake agreement will be a priority for Management following closing of the Transaction.
The Nachu Project was originally developed by Magnis Energy Technologies Ltd (ASX: MNS), which subsequently changed its name to Magnis Resources Ltd and was later reorganized. The project and its Tanzanian subsidiaries were transferred to Ryzon Materials Ltd as part of an internal restructuring. The Company is aware that Magnis Energy Technologies received certain adverse media coverage during its ASX-listed tenure. The Company's decision to proceed with the Transaction is based on its evaluation of the underlying asset, the technical work completed to date (subject to verification under S-K 1300), and the commercial arrangements in place, rather than the corporate history of prior holders.*
| * | See "Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure" and "Differences Between U.S. and International Standards for Mineral Disclosure" below. These estimates were prepared by Ryzon in accordance with the JORC Code 2012 and have not been prepared in accordance with S-K 1300. The Company has not independently verified these estimates and readers are cautioned not to place undue reliance on them. |
Transaction Highlights
| ● | The Transaction values the Tanzanian Project at an aggregate consideration of AUD$150,000,000 (approximately US$107 million based on the RBA AUD/USD exchange rate as of the date hereof), to be satisfied entirely by the issuance of Sow Good common shares (the "Consideration Shares"), less the amount of Ryzon's net debt at completion. Based on the 10-Day VWAP and RBA AUD/USD exchange rate as at the date of this announcement, approximately 334,150,145 Consideration Shares (or 22,276,676 Consideration Shares after adjusting for the Company's announced 15-to-1 reverse stock split) are issuable in aggregate. |
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| ● | The Consideration Shares have been determined as of the date of this announcement. The 10-Day VWAP of Sow Good common shares on Nasdaq for the 10 trading days immediately preceding the date of this announcement was US$0.3209, and the RBA AUD/USD exchange rate as of such date was 0.7149, resulting in 334,150,145 Consideration Shares (or 22,276,676 Consideration Shares after adjusting for the Company's announced 15-to-1 reverse stock split) being issuable in aggregate to the Sellers, the Broker and the Lenders (as defined in the Share Purchase Agreement). |
| ● | 33,415,014 Consideration Shares (or 2,227,667 Consideration Shares after adjusting for the Company's announced 15-to-1 reverse stock split) (the "Escrow Shares"), equal to AUD$15,000,000 will be held back to support the indemnification obligations of the Sellers under the Share Purchase Agreement. The Escrow Shares will be issued pursuant to 222,767 contingent value rights (the "CRVs"), with each CRV providing for a total of 10 Escrow Shares delivered across two indemnification milestones occurring 12 and 18 months after the closing date of the Transaction. |
| ● | The Consideration Shares will be subject to lock-up and dribble-out restrictions on resale pursuant to the terms of a stockholders agreement to be entered into between Sow Good and the Sellers at closing (the "Stockholders Agreement"). |
| ● | The Transaction is subject to customary closing conditions, including: |
| ○ | Approval of Sow Good's stockholders as required under applicable Nasdaq Listing Rules, including Nasdaq Listing Rule 5635; |
| ○ | Receipt of regulatory approvals in Tanzania, including approval from the Fair Competition Commission of Tanzania and any required approvals from the Mining Commission of Tanzania and the Tanzania Minerals Audit Agency; |
| ○ | No material adverse change having occurred with respect to Ryzon or the Tanzanian Project between signing and closing; |
| ○ | Execution and delivery of all closing deliverables, including the Stockholders Agreement, certain subscription agreements, and a registration rights agreement pursuant to which the Company will register the Consideration Shares for resale; and |
| ○ | Other customary closing conditions set forth in the Share Purchase Agreement. |
There is no assurance that all conditions to closing will be satisfied or waived or that the Transaction will be completed on the terms described herein or at all.
Industry Context: The Critical Role of Natural Graphite in the Battery Supply Chain
Natural graphite is the single largest input material by mass in a lithium-ion battery cell, comprising up to 25%-30% of total cell weight in the form of spherical graphite used in the anode. The anode is the largest component of a lithium-ion battery by mass, and high-purity, large-flake natural graphite is often the preferred feedstock for spherical graphite production due to its superior electrochemical performance, lower cost, and lower carbon footprint relative to synthetic graphite alternatives.
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The global graphite supply chain is heavily concentrated in China, which currently controls approximately 70% of global natural flake graphite mine production and more than 95% of global spherical and coated graphite anode processing capacity. This concentration has become a significant concern for Western governments and automakers. The United States Inflation Reduction Act (IRA), its Foreign Entity of Concern (FEOC) provisions, and the European Union Critical Raw Materials Act (EU CRMA) are each designed to incentivize the development of non-Chinese sources of critical battery minerals, including natural graphite. These regulatory frameworks are creating structural demand for graphite sourced and processed outside of Chinese-controlled supply chains.
The Nachu Project is positioned to supply high-purity natural flake graphite concentrate directly into this emerging ex-China supply chain. Management believes that, if the project is successfully developed, Nachu would be among a limited number of non-Chinese sources of battery-grade natural graphite at scale globally.*
Strategic Rationale for the Transaction
The Transaction represents a compelling strategic opportunity for Sow Good to transform into a critical minerals and battery anode company through the acquisition of a well-studied, advanced-stage development asset in Tanzania. Based on Ryzon's publicly available disclosures (which have not been independently verified by the Company and are not adopted or endorsed by the Company), Management believes the attractive project economics at a leading deposit of a critical mineral with special economic zone benefits, all coupled with the ability to fulfill a portion of the growing Western-aligned graphite and anode materials supply chain, make this acquisition strategically compelling.
Following closing, Sow Good's primary focus will be advancing the Nachu Project toward an investment decision and construction. The Company intends to pursue project-level financing, including senior secured debt, export credit agency facilities, and strategic partner co-investment, supported by the Nachu Project's contracted offtake and tax benefits The Company's existing consumer products operations will continue to be managed as a separate business segment. Management believes that the Nachu acquisition, combined with access to U.S. capital markets, creates a compelling platform for building a leading Western-aligned battery metals company.
Management Commentary
Sam Goldberg, Chief Executive Officer of Sow Good, commented: "Today marks the beginning of Sow Good's transformation into a critical minerals and battery anode company. The Nachu Project is, in our view, one of the premier undeveloped graphite assets in the world, with a completed Bankable Feasibility Study that reports very attractive NPV and IRR, a reported binding offtake with a Tier-1 EV manufacturer, and a 10-year Special Economic Zone tax exemption, and we are acquiring it for approximately US$107 million in Sow Good shares. While these figures are based on Ryzon's JORC-compliant studies and have not yet been independently verified under S-K 1300, the implied value differential is significant. The global battery supply chain is at an inflection point: Western governments and automakers are actively seeking non-Chinese sources of battery-grade graphite, and we believe Nachu is uniquely positioned to meet that demand. This is not a diversification - it is a strategic repositioning, and we intend to use our Nasdaq platform to build a leading battery metals company. We look forward to working with Frank Poullas and the Ryzon team to advance Nachu toward construction and first production."
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Frank Poullas, representing Ryzon, added: "Nachu is a technically exceptional asset - 174 million tonnes of mineral resource at 5.4% TGC under the JORC Code 2012, delivering 98.5%-99% purity concentrate through flotation alone, without chemical purification. That combination of scale and purity is extremely rare globally. After more than a decade of development work - completing a Bankable Feasibility Study, securing a binding offtake with a Tier-1 EV manufacturer, obtaining the only Special Economic Zone licence for graphite in Tanzania, and establishing an EPCM pathway - we believe the missing piece was access to deep, liquid capital markets and the credibility that comes with a U.S. listing. A Nasdaq listing opens the door to U.S. and European institutional investors, strategic partnerships with Western automakers, and alignment with the Inflation Reduction Act's critical mineral sourcing requirements. Ryzon's shareholders will maintain significant exposure to the project's upside through their ownership in the combined company, and we are confident this transaction unlocks the full potential of what we have built."
Important Cautionary Note Regarding Mineral Estimates and Technical Disclosure
Sow Good Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 21, 2026 at 10:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]