Sow Good to acquire Nachu Graphite Project for AUD 150M in stock, becoming critical minerals developer

Sow Good Inc.

Consideration AUD 150M (~US$107M) paid in ~334M shares (pre-split) or ~22.3M post-15:1 reverse split.
Closing conditions include stockholder approval, Tanzanian regulatory approvals, and Nasdaq listing; Sunset Date Oct 15, 2026.
Nachu Project is an advanced-stage graphite deposit in Tanzania with JORC feasibility study and binding offtake with U.S. Tier-1 EV/ESS manufacturer.
AUD 15M in escrow shares held back via CVRs for 12-18 months; break fee of AUD 7.5M if Ryzon breaches.
Sow Good will keep consumer treats segment as separate division; no cash consideration, all stock.

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