M Battery Materials (ASX: MBM) - IPO Review of a Queensland Graphite and Vanadium Explorer

The M Battery Materials IPO offers 30 million to 50 million shares at A$0.50 to raise A$15 million to A$25 million. It brings the Burke, Mt Dromedary and Corella graphite deposits out of LE Minerals and onto the ASX inside a new company that also holds vanadium ground around Julia Creek. Burke and Mt Dromedary hold 12.8 million tonnes of Indicated resource at 15.1 per cent total graphitic carbon, and Burke concentrate has been made into uncoated spherical graphite at 99.97 per cent in a laboratory.

M Battery Materials Limited (proposed ASX: MBM) is a Brisbane company that plans to list on the ASX in December 2026. The offer closes on 17 November 2026. The float is also how LE Minerals (ASX: LEL) is selling three graphite deposits it now holds. Samso has not written about M Battery Materials before.

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THE SOURCE DOCUMENT

M Battery Materials Limited, Replacement Prospectus dated 13 October 2026, lodged with ASIC that day. It replaces the original prospectus of 27 September 2026 and runs to 503 pages, including two independent geologists' reports. It is available from the company's offer page at apply.automic.com.au/MBatteryMaterials [R1].

Terms are explained where they first appear and are collected in a vocabulary box at the back. A marker such as [R1] points to the numbered source list at the end of the piece. Where two documents give different figures for the same thing, both are quoted as published, with the document each came from.

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The M Battery Materials IPO Offer

M Battery Materials is offering between 30,000,000 and 50,000,000 new shares at A$0.50 each, to raise between A$15,000,000 and A$25,000,000 before costs [R1]. The offer opened on 5 October 2026 and closes at 5pm AEST on 17 November 2026. The prospectus timetable expects quotation on the ASX on 2 December 2026, and the ASX upcoming floats page showed the same date when Samso read it on 19 October 2026 [R8]. TABLE 01 sets out the numbers at both ends of the raise.

Petra Capital is the lead manager, which means it runs the offer and finds investors for it. It does so on a best endeavours basis, meaning it will try to place the shares but does not guarantee to. The offer is not underwritten, so no one has agreed to buy shares that are not taken up [R1]. The offer has three conditions. The minimum A$15,000,000 must be raised, the ASX must give conditional approval for the company to list, and the purchase of Axon Graphite from LE Minerals must become unconditional. If any of them is not met, the offer does not go ahead and application money is repaid without interest [R1].

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Who Is Behind M Battery Materials and What It Will Hold

The company was registered on 23 October 2024 [R1]. Its two founders hold the 30,000,000 shares the prospectus counts as on issue, 15,000,000 each. That count includes up to 10,000,000 shares to be issued when the founders' loans to the company convert at the A$0.50 offer price before listing. The company's issued capital at 31 December 2025 was A$20, so the founders paid a nominal amount for their shares before that conversion [R1]. Matthew Latimore, the non-executive chairman, founded M Resources in 2011 to market and trade metallurgical coal and other steelmaking raw materials. Gerhard Redelinghuys, the managing director, founded Bowen Coking Coal (ASX: BCB) in 2016 and listed it in 2017 [R1].

Both founders have committed to the offer. Mr Latimore intends to subscribe for A$5,000,000 through Capital ML Pty Ltd and Mr Redelinghuys A$1,000,000 through his superannuation fund, each subject to scale-back, which means they may be issued fewer shares if the offer is oversubscribed. LE Minerals has committed a minimum of A$2,000,000 and up to A$5,000,000 at its election [R1]. By Samso's addition, A$8,000,000 of the A$15,000,000 minimum is committed by parties already linked to the company.

The board at listing has four directors and the prospectus says none of them is independent [R1]. Benjamin Gargett is the M Group chief financial officer and is on the board as a nominee of M Resources. William Johnson is executive chairman of LE Minerals and joins as its nominee.

At completion the company will hold graphite projects near Cloncurry and vanadium projects around Julia Creek and Richmond, all in north-west Queensland (FIG. 01). Burke, Mt Dromedary, Corella and the Leichhardt Crossing limestone tenement come with Axon Graphite. The company already owns Yambungan and the vanadium ground [R1].

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The LE Minerals Graphite Sale Behind the Float

On 25 May 2026 M Battery Materials agreed to buy Axon Graphite Pty Ltd from LE Minerals, formerly Lithium Energy. Axon holds the Burke, Corella and Leichhardt Crossing tenements and the contractual rights over Mt Dromedary [R1]. LE Minerals announced the sale the next day as an A$20 million deal, with A$5 million in cash and A$15 million in shares [R6].

The terms changed on 21 September 2026. LE Minerals said M Battery Materials had been told by the ASX that it would likely treat LE Minerals as a promoter of the float, a party that helps bring a company to the market, and the graphite projects as classified assets [R7]. Under the Listing Rules, a project bought from a promoter within two years before the company applies to list must be paid for in escrowed shares, apart from cash that reimburses money the seller spent developing it. LE Minerals said the ASX indicated A$2,231,503 of reimbursement would be within the rule if M Battery Materials could show the money had been spent [R7].

The prospectus now carries the varied terms. M Battery Materials pays A$2,000,000 in cash at completion and issues 36,000,000 shares to LE Minerals [R1]. At the A$0.50 offer price those shares are worth A$18,000,000, so the total stays at A$20,000,000 (FIG. 02). The A$2,000,000 cash is within the A$2,231,503 of reimbursement the ASX indicated it would accept, and LE Minerals takes the rest of the price in escrowed shares [R1, R7]. The independent technical report on the graphite projects, which is Annexure A of the same prospectus, describes the original A$5 million in cash and A$15 million in shares in its summary, and A$2 million in cash in its budget section [R2]. The main body of the prospectus sets the terms.

The 36,000,000 shares are escrowed for 24 months from listing. Escrow means the holder cannot sell or transfer them for that time. When the escrow ends, LE Minerals plans to pass 75 per cent of the shares to its shareholders in an in-specie distribution, passing the shares to them directly instead of selling them. That requires a further vote of LE Minerals shareholders. Until the escrow ends and that distribution is done, it has agreed not to call a general meeting or vote the shares on any change to the board [R1]. LE Minerals shareholders vote on the sale itself on 20 November 2026, after the offer closes, so applications are made before the sale is approved [R1].

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The Burke and Mt Dromedary Graphite Deposits

Burke and Mt Dromedary are adjoining deposits about 130 kilometres by road north of Cloncurry (FIG. 03). The graphite is flake graphite, a natural graphite that forms as thin plate-like crystals. It occurs in schist, a rock that was once sediment and was later heated and squeezed deep in the crust. The schist is part of the Corella Formation [R1]. Graphite is the main material in the anode, the negative electrode, of a lithium-ion battery.

Both deposits carry JORC Mineral Resources, estimates of how much mineralised rock is in the ground and at what grade, reported under the JORC Code, the Australian reporting standard. Indicated means the geology and grade are known well enough to support mine planning. Inferred is the lowest confidence level, where drilling implies the graphite continues but does not confirm it. The category is the judgement of the Competent Person, the qualified professional who takes responsibility for the figures. The grade is reported as TGC, total graphitic carbon, the percentage of the rock that is graphite.

Including Corella, which is about 170 kilometres by road south of Burke and Mt Dromedary, the three deposits hold 35.1 million tonnes at 12.6 per cent TGC, or 4.42 million tonnes of contained graphite, above a 5 per cent TGC cut-off grade (TABLE 02) [R1, R2]. A cut-off grade is the grade below which rock is left out of the estimate.

Agricola Mining Consultants, the independent geologist for the graphite projects, says that total is shown for information only and should not be relied upon, because it adds categories of different confidence across three deposits. The Indicated part is 12.8 million tonnes at 15.1 per cent TGC, or 1.93 million tonnes of contained graphite. About 64 per cent of the tonnes are Inferred and Corella is all Inferred [R2]. There is no Ore Reserve [R1, R2]. An Ore Reserve is the part of an Indicated or Measured resource that a study of at least prefeasibility level has shown can be mined at a profit. Measured is the highest confidence category.

From December 2025 to June 2026, Axon Graphite, which LE Minerals owns until the sale completes, drilled 47 reverse circulation holes and five diamond holes in the ground between the two deposits [R1, R2]. Reverse circulation drilling brings up crushed rock chips, and diamond drilling cuts solid core. The prospectus reports 41 metres at 17.8 per cent TGC in hole 24RCDH08 and 26 metres at 18.6 per cent TGC in hole 24RCDH05 [R1]. These are lengths measured along the hole, not the true thickness of the graphite. Agricola notes that most of the holes were drilled vertically and that downhole lengths will generally overstate true width [R2].

Assays for 18 reverse circulation holes and four diamond holes were still outstanding at 31 July 2026, the effective date of Agricola's report [R2]. The company expects the results to support a single, larger combined resource estimate for the two deposits. That estimate has not been done [R1].

Unlike Burke, part of the Mt Dromedary resource is on EPM 26025, an exploration permit for minerals registered to Dingo Minerals, a subsidiary of Breakthrough Minerals (ASX: BTM) [R1, R2]. Axon's subsidiary holds unsecured contractual development rights over that ground and has lodged a caveat, a notice on the register that warns others of its interest. Dingo has also granted a mortgage over the permit to Dyda Property Management [R1]. The prospectus says these rights are weaker than owning the tenement, and that the company will apply for a mineral development licence or mining lease in its name as soon as practicable [R1].

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Graphite Testwork and the Battery Anode Plan

In his letter in the prospectus, Mr Latimore says the initial focus "will be on the production and sale of graphite-based battery anode material", made in Queensland from the company's graphite [R1]. The testwork done under the current owners is on Burke material. Mt Dromedary was tested by its former owner NOVONIX (ASX: NVX), and Agricola notes no testwork has been done on it under the current owners [R2].

A laboratory in China ran flotation tests, which separate graphite from waste rock in a froth, on about one tonne of Burke drill core. The tests made a concentrate of more than 95 per cent TGC, recovering more than 85 per cent of the graphite [R1, R2]. A laboratory in Germany then turned about 15 kilograms of that concentrate into spherical purified graphite at 99.97 per cent TGC (PLATE 01) [R1].

Spherical purified graphite is graphite milled into rounded particles and purified. It is the feedstock that is coated with carbon to make anode material. The testwork in the prospectus used uncoated material, and none of it reports a coating test on Burke material [R1, R2]. Samso has written about graphite supply before, in Rio Tinto's Kasiya exit and what it says about titanium and graphite.

Agricola reports that flotation testwork in 2017 found that 67.9 per cent of the concentrate was ultra-fine, smaller than 38 microns, a micron being a thousandth of a millimetre. Agricola says high-purity fine material can suit lithium-ion anodes, which typically use particles of 5 to 25 microns [R2].

Corella has had no metallurgical testwork, and a prefeasibility study that LE Minerals began in 2023 was not finished [R2]. A prefeasibility study is the first detailed study of whether a mine can be built and run at a profit. Agricola describes the anode plant as "a separate and substantial technical and commercial undertaking with its own risks" [R2]. Burke concentrate has been made into uncoated spherical graphite in a laboratory. The prospectus reports no coating test, no testwork on Corella and no completed study of the anode plant.

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Yambungan and the Julia Creek Vanadium Projects

Yambungan, about 8 kilometres from Mt Dromedary, was bought from Rio Tinto in November 2024 [R1]. The prospectus says Rio Tinto drilling there returned intersections of up to 90 metres at 20.4 per cent TGC [R1]. Xenith, the independent geologist for Yambungan and the vanadium projects, gives the intersection in that hole, YAMB0012, as 91 metres from 74 metres downhole, and notes no laboratory is recorded for the Rio Tinto assays [R3].

The company's 12 holes in 2025 returned best intersections of 96 metres at 8.7 per cent TGC and 55 metres at 12.8 per cent TGC, downhole, above a 6 per cent cut-off [R3]. The prospectus describes that programme as confirming that the graphitic schist continues across the tenement (PLATE 02) [R1]. Yambungan has no JORC resource yet, and the prospectus says a first one is expected "later in the current year" [R1].

The vanadium projects are in the Julia Creek district, where the vanadium is in the Toolebuc Formation, a flat-lying marine shale (FIG. 04). Vanadium is used mostly to strengthen steel, and also in vanadium redox flow batteries, which store electricity for the grid, as Samso explained in vanadium redox flow batteries and grid-scale energy storage.

The company has one vanadium resource, at Burwood West. It is an Inferred Mineral Resource of 146 million tonnes at 0.45 per cent V2O5, vanadium pentoxide, the form in which vanadium grades are reported [R1]. Xenith says it is entirely in fresh, unweathered rock under 102 to 147 metres of cover, with a maximum strip ratio of 11 to 1. That means up to 11 tonnes of waste rock for every tonne of mineralised rock. The other resources in the district are in the shallow oxidised layer, where weathering has enriched the vanadium. Xenith recommends that the work at Burwood West be built around fresh-rock resource definition and metallurgical testwork. In fresh rock, part of the vanadium is held in organic matter and pyrite [R3].

Xenith also notes that the economic assumptions behind the Burwood West estimate came from a scoping study by a neighbouring explorer, QEM, which QEM withdrew in March 2026 after unsuccessful testwork on its processing flowsheet. Xenith says those assumptions need confirming before any prefeasibility work [R3]. At Richmond Downs, east of Julia Creek, the shale outcrops at surface. The 22 diamond holes drilled there in late 2024, which the prospectus attributes to the company and Xenith to V205 before the company bought it in January 2025, returned grades of 0.10 to 0.48 per cent V2O5 [R1, R3]. Xenith says the quality control records and laboratory certificates for that drilling had not been provided to it, and recommends they be supplied before the results are used for a resource estimate [R3].

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M Battery Materials' Use of Funds and Shareholder Register

TABLE 03 shows the plan for the money over two years. At the minimum, A$5,714,600, or 38 per cent, goes to exploration and development, A$2,000,000 to the Axon cash payment and A$1,300,000 to stamp duty and transfer costs on the purchase [R1]. At the maximum, exploration and development rises to A$13,038,300. Most of the extra goes to drilling, the prefeasibility study and environmental studies at Burke and Mt Dromedary [R1]. Agricola calls the programme technically reasonable, and recommends the company set out in the prospectus how it would rank the work if only the minimum is raised [R2].

At 31 December 2025, before the offer, the company had A$106,983 in cash [R1]. BDO, the company's auditor, audited its accounts to 30 June 2025 and reviewed its half-year accounts to 31 December 2025. Both reports carry an emphasis of matter on going concern, a note that the company depended on raising money to keep operating [R1, R5]. On the pro forma accounts, which show the balance sheet as if the offer and the Axon purchase had already happened, cash would be A$11,777,885 at the minimum and A$21,126,703 at the maximum [R1].

At listing on the minimum subscription, LE Minerals would be the largest shareholder at 41.7 per cent, with Capital ML at 26.0 per cent and the Redelinghuys entities at 17.7 per cent (FIG. 05) [R1]. The prospectus expects 66,000,000 shares to be escrowed, the founders' 30,000,000 and LE Minerals' 36,000,000. The prospectus gives the free float as 31.25 per cent at the minimum and 43.1 per cent at the maximum. That counts every share not escrowed, including the offer shares the founders and LE Minerals plan to take. Holders other than the founders and LE Minerals would hold 14.6 per cent at the minimum and 29.3 per cent at the maximum (FIG. 05) [R1].

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What the M Battery Materials Prospectus Does Not Settle

Agricola's review was a desktop review. Its Competent Person has not visited the Burke, Mt Dromedary, Corella or Leichhardt Crossing tenements, and the review did not re-check the drill database or the assays. For the recent drilling and the metallurgy, it relies on two Competent Persons who are, or were, LE Minerals employees, and it says neither is independent of the seller [R2]. It says the resource disclosures do not address environmental and social factors, so its report draws no conclusion on them, and that no study has yet set the economic basis for the 5 per cent cut-off grade [R2].

Several tenements reach the end of their current terms in 2027, including the two Mt Dromedary permits held by Axon's subsidiary, the main Yambungan permit, EPM 26413, and three of the four Richmond Downs permits [R1]. The solicitor's report on the tenements found no non-compliance and gives no opinion on renewal [R4]. The prospectus lists EPM 29089 at Millungera under the company's subsidiary V205. The solicitor's report records it as held by Redel Resources, a Redelinghuys entity, and Xenith says the transfer to V205 under a terms sheet of 1 May 2026 is awaiting registration [R1, R3, R4].

Section 5.7 of the prospectus gives the offer costs at the minimum as A$1,345,000 in one table and A$1,350,345 in the next, and TABLE 03 uses the second. Separately, Section 10.7 says the company has paid about A$12,000 to Agricola, while Agricola's report gives its fee as A$25,000 plus GST [R1, R2].

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Near-term Milestones to Watch

• 17 November 2026, the offer closes [R1].

• 20 November 2026, LE Minerals shareholders vote on the sale of Axon Graphite [R1].

• 23 November 2026, expected completion of the Axon purchase, and 24 November 2026, issue of the new shares [R1].

• 2 December 2026, expected first day of quotation on the ASX [R1, R8].

• 22 December 2026, the deadline for the Axon conditions. The company also owes A$255,000 to the seller of the V205 vanadium company on that date. The payment falls due earlier if the company is not listed by 20 November 2026, a date before the expected quotation date [R1].

• A first JORC resource at Yambungan, which the prospectus expects "later in the current year", and a combined resource estimate for Burke and Mt Dromedary [R1].

• The start of the prefeasibility study on Burke and Mt Dromedary, which the company calls a priority after listing [R1].

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Samso Concluding Comments

At A$0.50 a share, a buyer gets 1.93 million tonnes of contained graphite in Indicated resources at Burke and Mt Dromedary and a further 2.49 million tonnes in Inferred resources across all three deposits, including the whole of Corella, all defined by earlier owners [R1, R2]. Flotation tests on about one tonne of Burke core made a concentrate above 95 per cent TGC, and about 15 kilograms of it was made into uncoated spherical graphite [R1, R2]. At the minimum raise the company is valued at A$48,000,000 at the offer price, with about A$11.8 million of pro forma cash [R1]. The work still to do is the combined resource, the prefeasibility study, the approvals and a decision on the anode plant.

SAMSO TAKE

What reads well is that the graphite comes with Indicated resources at about 15 per cent TGC, and that laboratory testwork has already turned Burke concentrate into uncoated spherical graphite.

The structure is a bit tight. The two founders and the seller of the assets would hold about 85 per cent of the shares at the minimum, by our addition of the three holdings. The anode plant still needs some calrification with a study.

For an explorer, the test is whether the drilling and the studies lift the value of the projects before the next raise, so that money is raised at a better price. THis is something that is not new to every explorer. Will the combined Burke and Mt Dromedary resource and the start of the prefeasibility study arrive before the cash at the minimum raise runs low?

THE OTHER WAY TO READ THIS

On the favourable side, the deposits have been drilled, estimated and tested by two earlier owners, Agricola calls the planned exploration programme technically reasonable [R2], LE Minerals describes the Burke and Mt Dromedary grades of more than 14 per cent TGC as significantly higher than most global peers [R6], and the founders have committed A$6,000,000 of their money to the offer [R1]. LE Minerals is taking most of its price in escrowed shares rather than cash, which ties its outcome to the company's.

On the other side, Agricola notes benchmark Northeast Asian flake graphite prices were around US$2.0 per kilogram in the first half of 2025 and trended lower over that year, and China dominates anode supply [R2]. An earlier attempt in 2025 to float the deposits did not proceed [R2, R3]. The company will need more money to build anything, and the anode plant is a separate project with its own risks [R2].

VOCABULARY, IN PLAIN ENGLISH

Lead manager

The firm that runs the offer and finds investors for the shares. Here it is Petra Capital, working on a best endeavours basis.

Underwritten

An underwritten offer has a party that agrees to buy any shares not taken up. This offer is not underwritten.

Escrow

A period in which certain shares cannot be sold or transferred. Here up to 24 months from listing.

Free float

The shares that are not escrowed and can trade from the first day, as the prospectus calculates it.

Market capitalisation

The number of shares on issue multiplied by the share price. At the A$0.50 offer price it is A$48 million at the minimum raise.

Promoter and classified asset

ASX Listing Rule terms. A promoter helps bring a company to the market. A classified asset includes a project bought from a promoter within two years before the company applies to list, which must be paid for in escrowed shares or in cash that reimburses money spent on it.

In-specie distribution

When a company passes shares it owns to its shareholders instead of selling them.

JORC Mineral Resource

An estimate of the tonnes and grade of mineralised rock in the ground, reported under the JORC Code, the Australian standard for public reporting.

Indicated and Inferred

Confidence categories for a resource. Indicated is known well enough to support mine planning. Inferred is the lowest category, where drilling implies the mineralisation continues but does not confirm it.

Ore Reserve

The part of an Indicated or Measured resource that a study of at least prefeasibility level has shown can be mined at a profit. None of these projects has one.

TGC

Total graphitic carbon, the percentage of the rock that is graphite.

Cut-off grade

The grade below which rock is left out of a resource estimate. Here 5 per cent TGC.

Downhole length

The length of an intersection measured along the drill hole. It is often longer than the true thickness of the mineralised rock.

Spherical purified graphite

Graphite milled into rounded particles and purified to more than 99.9 per cent carbon. It is coated to make battery anode material.

EPM

Exploration permit for minerals, the Queensland licence to explore.

V2O5

Vanadium pentoxide, the form in which vanadium grades are reported.

Strip ratio

Tonnes of waste rock moved for every tonne of mineralised rock mined.

Prefeasibility study

The first detailed study of whether a mine can be built and run at a profit.

Emphasis of matter

A note an auditor adds to draw attention to something in the accounts, here that the company depended on raising money to keep operating.

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References and sources

Every company figure in this piece comes from the M Battery Materials Replacement Prospectus of 13 October 2026, including its two independent geologists' reports, unless another source is named. Figures marked as reproduced are taken from the prospectus with attribution. FIG. 02 and FIG. 05 are original Samso illustrations of sourced data. Where two documents give different figures for the same thing, both are quoted as published. The piece quotes no market price other than the A$0.50 offer price.

[R1] M Battery Materials Limited, Replacement Prospectus dated 13 October 2026, lodged with ASIC 13 October 2026, 503 pages, including Sections 1 to 12. https://apply.automic.com.au/MBatteryMaterials

[R2] Agricola Mining Consultants Pty Ltd (Malcolm Castle), Independent Technical Assessment Report on the mineral assets to be acquired by M Battery Materials Limited, effective date 31 July 2026, report date 31 August 2026. Annexure A to the Replacement Prospectus [R1].

[R3] Xenith Consulting Pty Ltd (Julian Diaz and Troy Turner), Independent Geologist's Report, Northwest Queensland Tenements, August 2026, Revision 03. Annexure B to the Replacement Prospectus [R1].

[R4] Hetherington Legal Pty Ltd, Independent Tenement Report, 8 July 2026. Section 9 of the Replacement Prospectus [R1].

[R5] BDO Audit Pty Ltd, Independent Limited Assurance Report, 27 September 2026. Section 7 of the Replacement Prospectus [R1].

[R6] LE Minerals Limited (then Lithium Energy Limited), ASX announcement, Sale of Graphite Assets for $20 Million, 26 May 2026. https://announcements.asx.com.au/asxpdf/20260526/pdf/06zyzc6ss85qg3.pdf

[R7] LE Minerals Limited, ASX announcement, Update on Sale of Graphite Assets, 21 September 2026.

[R8] ASX, Upcoming floats and listings, M Battery Materials Limited entry. Read on 19 October 2026. https://www.asx.com.au/listings/upcoming-floats-and-listings

Cover image: SPG20 spherical graphite made from Burke concentrate, scanning electron microscope image, M Battery Materials Limited Replacement Prospectus, 13 October 2026, Figure 5, page 41 [R1].

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