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ZEOTECH LIMITED — Capital/Financing Update 2025
Sep 14, 2025
66115_rns_2025-09-14_1f1f5b06-380b-48a3-9b94-834502ff66e8.pdf
Capital/Financing Update
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15 September 2025
BINDING OFFTAKE AGREEMENT FOR DSO KAOLIN EXECUTED WITH MSI
Emerging mineral processing technology company Zeotech Limited (ASX: ZEO, “Zeotech” or “the Company”) is pleased to announce that it has executed a significant binding kaolin direct shipping ore (“DSO”) offtake agreement (“Offtake Agreement”) with Jiangsu Mineral Sources International Trading Co, Limited (“MSI”), an international trading house established in China and one of the world's leading independent bulk raw material trading companies.
HIGHLIGHTS
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Binding Offtake Agreement executed with MSI, one of the world's leading independent bulk raw material trading companies. MSI will have exclusive offtake and marketing rights for Zeotech’s specified[1] kaolin products in China (including Taiwan and Hong Kong), South Korea, and Japan.
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The Offtake Agreement sets out detailed binding terms for the supply of the Company’s kaolin and cosmetic kaolin DSO products over an initial five-year term (“Initial Term”) and completes the binding offtake term sheet executed in August[2] .
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Based on committed volumes and Year 1 pricing, the Offtake Agreement is valued at approximately $204 million, delivering an average net margin of more than 45% across the Initial Term.[3]
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The committed volume of 950,0000 tonnes of DSO products over the Initial Term exceeds the total product volumes relied upon in the Company’s recent AusPozz™ Project Preliminary Feasibility Study (“PFS”)[3] .
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Capital cost estimates to commence mining operations are $7.6 million[3] (excluding contingency), comprising $4.8 million in Year 1 and $2.8 million in Year 2. The Company is assessing the opportunity to fund the Year 2 capital requirements from Year 1 operating cash flows.
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Approvals for mining and logistics are well advanced, with key consultants and engineering partners already engaged.
Zeotech, Chief Executive Officer, James Marsh commented:
"Partnering with MSI, one of the world’s leading bulk raw material trading companies, represents a major commercial milestone for Zeotech and highlights the outstanding quality of our kaolin resources.
This agreement establishes Australia’s largest kaolin offtake and positions the Company to generate early cash flows, which remain a key priority. The capital generated will provide a strong platform to advance the AusPozz™ Project and support our goal of contributing to the decarbonisation of concrete in the built environment."
1 Kaolin products specified within the binding Offtake Agreement
2 ASX Release 11/08/2025 “Binding DSO Kaolin Offtake Term Sheet Executed with MSI”
3 ASX Release 24/06/2025 “AusPozzTM Project Preliminary Feasibility Study”
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297
Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
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BACKGROUND
Zeotech has executed a binding Offtake Agreement with MSI for its kaolin DSO and high-value cosmetic kaolin DSO products. This milestone follows the parties’ execution of a binding Offtake Term Sheet on 8 August 2025, which set out the core terms of the Agreement, and a non-binding Memorandum of Understanding in May 2025 that established the framework for subsequent negotiations.
MSI will have exclusive offtake and marketing rights for Zeotech’s specified kaolin products in China (including Taiwan and Hong Kong), South Korea, and Japan.
Under the Offtake Agreement, parties have agreed to the following committed minimum quantities over an initial 5-year period ( Table 1 ). Significantly, the agreed volumes exceed the projected annual volumes relied upon in the Company’s recent AusPozz™ PFS[3] .
Table 1: Total committed product quantities over the initial 5-year term
| Product | Unit | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 |
|---|---|---|---|---|---|---|
| Kaolin DSO | Mt | 160,000 | 160,000 | 160,000 | 160,000 | 160,000 |
| Cosmetic Kaolin DSO | Mt | 10,000 | 20,000 | 30,000 | 40,000 | 50,000 |
Based on committed volumes over the initial five-year term and the agreed Year 1 pricing, the Offtake Agreement is valued at approximately $204 million, delivering an average net margin of more than 45% over the period.[4] From Year 2 onwards, pricing will be subject to annual negotiation.
The obligations under the Offtake Agreement in relation to the sale, purchase, and delivery of DSO products are expressly conditional upon Zeotech achieving financial close.
Furthermore, such obligations are contingent on there being no outstanding conditions, approvals, or consents of any kind (“Condition”) required for the commencement of commercial DSO mining operations.
Zeotech is required to notify MSI by 31 March 2026 that the Condition has been satisfied. If delays arise due to processing timeframes, the Company will have an additional 90 days to secure the necessary approvals. If such notice is not provided within the applicable timeframe, the Offtake Agreement will be deemed terminated and of no further force or effect.
The initial term of the Offtake Agreement is 5-years and will be automatically extended for subsequent terms of five years each after the initial term:
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a) for the Life of Mine;
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b) unless terminated by written notice by either Party at least one calendar year before the expiry of the relevant Term
The Offtake Agreement is subject to standard termination clauses, including material breach, force majeure event, cessation of mining operations, and an insolvency event.
4 ASX Release 24/06/2025 “AusPozzTM Project Preliminary Feasibility Study”
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297 Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
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Additionally, either party may terminate the Offtake by providing written notice to the other party if a party fails to pay any amount due and owing under this Agreement and does not remedy the payments within 7 Business Days of receiving notice.
Sale of the Company’s bauxite product are subject to further negotiation and will not be offered to any other party during the initial year of the Offtake Agreement.
The Company has accelerated its focus on progressing approvals in preparation for mining at the Toondoon Kaolin Project (“Toondoon”), including access roads and notifiable road-use requirements, cultural heritage and environmental management plans, with mining activities anticipated to commence in the first half of 2026.
Under the Letter of Intent[5] signed with Gladstone Ports Corporation (“GPC”) to develop AusPozz™ manufacturing and bulk storage facilities on designated GPC land at the Port of Bundaberg ( Figure 1 ), the Company is advancing planning and engagement for kaolin DSO operations with the relevant stakeholders at the Port of Bundaberg. All shipments under the Offtake Agreement will be on a Free On Board (“FOB”) basis at the Port of Bundaberg.
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Figure 1: Proposed DSO Site and AusPozz[TM] Manufacturing Facility Area at the Port of Bundaberg
The estimated capital cost to commence DSO mining operations is $7.6 million (excluding contingency), with $4.8 million allocated in Year 1 and $2.8 million in Year 2[3] . The Company is assessing the opportunity to fund the Year 2 capital requirements from Year 1 operating cash flows.
5 ASX Release 24/02/25 ‘Zeotech Executes LOI with Gladstone Ports Corporation’
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297 Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
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A major component of the cost estimate relates to the construction and upgrading of North Burnett Regional Council (“NBRC”) roads, including a dedicated mine access road linking Toondoon to the State Controlled Road (“SCR”) network. The Company has engaged GHD to deliver the NBRC roadworks upgrade.
The income generated from the Offtake Agreement is sufficient to catalyse and sustain operations at Toondoon, providing substantial early cash flows to support the Company’s flagship AusPozz™ Project, and the Company’s objective of becoming a commercial-scale producer of its high-reactivity metakaolin, AusPozz™.
Toondoon Kaolin Project
Toondoon comprises an approved Mining Lease (ML 80126), together with EPM 27395 and 27866 ( Figure 2 ), and is the highest-grade known kaolin deposit in Australia held under an approved Mining Lease[6] . It is approximately 20 kilometres south of Mundubbera, Queensland, and the total project spans over 28,000 hectares.
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Freehold Land
ML 80126
EPM 27866
EPM 27395
Boundaries are approximate
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Figure 2: Toondoon Kaolin Project
6 ASX Release 23/08/2021 “Zeotech to Acquire One of Australia’s Highest Grade Kaolin Projects held within an Approved ML”
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297 Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
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The Project is a simple open-cut mining operation with minimal overburden and connected to the Port of Bundaberg via approved B-Double State Controlled Roads (SCR) of approximately 260km.
The Company owns the underlying freehold land of approximately 682ha, which covers the whole of ML 80126 and overlaps the adjacent EPMs. The underlying land provides direct access to local roads that will support mining operations and offers the potential to extend operations in the future to meet demand.
Between 2012 and 2025, four drilling campaigns were conducted across approximately 60% of the ML 80126, utilising air-core, reverse circulation (RC), and diamond drilling methods[6] . A total of 117 drillholes were completed, contributing 3,088m of drilling data that inform the Mineral Resource Estimate (“MRE”).
In 2025, Zeotech conducted trench sampling and a small drilling program, which provided updated dry bulk density (DBD) data and enhanced geotechnical insights, thereby improving the accuracy of the 2025 MRE[6] .
Table 2 provides a summary of the June 2025 MRE for the five clay profiles across Measured, Indicated, and Inferred Resources of 20.36 Mt[3] (Refer Annexure for Resource categories).
Table 2: Summary of total Mineral Resource Estimate as at June 2025
| Lithology | Resource Category |
Tonnes (Mt) |
Al2O3 (%) |
Fe2O3 (%) |
SiO2 (%) |
TiO2 (%) |
K2O (%) |
LOI (%) |
|---|---|---|---|---|---|---|---|---|
| Bauxitic clay | All | 4.55 | 36.42 | 17.52 | 22.40 | 4.11 | 0.05 | 18.86 |
| Plastic ‘Grey’ clay | All | 6.58 | 35.17 | 5.00 | 41.91 | 3.27 | 0.03 | 14.02 |
| Kaolinite ‘Pink’ clay | All | 2.23 | 36.46 | 2.45 | 45.05 | 1.93 | 0.08 | 13.51 |
| Kaolinite ‘White’ clay | All | 2.95 | 37.53 | 0.40 | 46.46 | 1.58 | 0.12 | 13.42 |
| Sandy clay | All | 4.04 | 26.48 | 0.86 | 61.53 | 1.21 | 0.05 | 9.41 |
| TOTAL | All | 20.36 |
The committed volumes for the Initial Term of kaolin DSO products are sourced from the White clay (800,000 tonnes) and Pink clay (150,000 tonnes) profiles within ML 80126 ( Table 2 ).
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Figure 3: Toondoon Kaolin DSO Products
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297 Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
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This announcement has been approved by the Zeotech Board.
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For further information, please contact:
James Marsh - Chief Executive Officer Neville Bassett - Company Secretary [email protected] [email protected] Tel: (+61) 7 3181 5523 Tel: (+61) 7 3181 5523
About Zeotech
Zeotech Limited (ASX: ZEO) is a team of dedicated people working together to build a futurefocused company, leveraging wholly-owned high-grade kaolin resources to produce highreactivity metakaolin for the low-carbon concrete market and advanced materials for greenhouse gas (GHG) mitigation, such as zeolites for fugitive methane control.
Zeotech Limited - Social Media Policy
Zeotech Limited is committed to communicating with the investment community through all available channels.
Whilst ASX remains the prime channel for market-sensitive news, investors and other interested parties are encouraged to follow Zeotech on LinkedIn.
Subscribe to ZEOTECH NEWS ALERTS - visit https://zeotech.com.au/contact/
ASX Listing Rule 5.23
Except where explicitly stated, this announcement contains references to prior exploration results and Mineral Resource estimates, all of which have been cross-referenced to previous market announcements made by the Company. The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcements and, in the case of estimates of Mineral Resources, that all material assumptions and technical parameters underpinning the results and/or estimates in the relevant market announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the competent person’s findings are presented have not been materially modified from the original market announcements.
Forward-looking Statements
This release may contain certain forward-looking statements with respect to matters including but not limited to the financial condition, results of research and development, operations, and business of Zeotech, and the certainty of the plans and objectives of Zeotech with respect to these items.
These forward-looking statements are not historical facts but rather are based on Zeotech's current expectations, estimates, and projections about the industry in which Zeotech operates, and its beliefs and assumptions.
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297 Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
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Words such as "anticipates," "expects," "intends," “potential,” "plans," "believes," "seeks," "estimates", "guidance," and similar expressions are intended to identify forward-looking statements and should be considered an at-risk statement.
Such statements are subject to certain risks and uncertainties, particularly those risks or uncertainties inherent in the process of developing technology and in the endeavour of building a business around such products and services.
These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond Zeotech's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Zeotech cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of Zeotech only as of the date of this release. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made.
Zeotech will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement, except as required by law or by any appropriate regulatory authority.
www.zeotech.com.au
Zeotech Limited | ASX: ZEO ACN 137 984 297 Level 27, Santos Place, 32 Turbot Street, Brisbane QLD 4000 P: +61 7 3181 5523 | E: [email protected]
Zeotech Limited
ANNEXURE A
Toondoon Project Mineral Resource - 2025
| Resource Category |
Lithology | Volume (Mm3) |
Density (T/m3) |
Tonnes (T) |
Al2O3 % |
Fe2O3 % |
SiO2 % |
TiO2 % |
LOI % |
K2O % |
Cut-Off Grade |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Measured | Bauxitic Clay | 750,000 | 1.66 | 1,250,000 | 38.81 | 13.86 | 21.92 | 4.53 | 20.07 | 0.06 | No cut-off applied |
| Measured | Plastic ‘Grey’ Clay | 1,380,000 | 1.46 | 2,010,000 | 35.45 | 4.98 | 41.39 | 3.38 | 14.20 | 0.02 | No cut-off applied |
| Measured | Kaolinite ‘Pink’ Clay (High Iron) |
510,000 | 1.42 | 720,000 | 36.79 | 1.92 | 44.92 | 2.19 | 13.63 | 0.05 | No cut-off applied |
| Measured | Kaolinite ‘White’ Clay (Low Iron) |
900,000 | 1.44 | 1,300,000 | 37.48 | 0.41 | 46.50 | 1.59 | 13.43 | 0.12 | No cut-off applied |
| Measured | Sandy Clay | 800,000 | 1.65 | 1,320,000 | 26.79 | 0.73 | 61.24 | 1.21 | 9.52 | 0.05 | 23% Al2O3 |
| Indicated | Bauxitic Clay | 1,510,000 | 1.66 | 2,510,000 | 37.04 | 16.05 | 22.62 | 4.19 | 19.43 | 0.05 | No cut-off applied |
| Indicated | Plastic ‘Grey’ Clay | 2,620,000 | 1.46 | 3,830,000 | 35.22 | 4.84 | 42.09 | 3.15 | 14.06 | 0.03 | No cut-off applied |
| Indicated | Kaolinite ‘Pink’ Clay (High Iron) |
950,000 | 1.42 | 1,350,000 | 36.48 | 2.32 | 45.24 | 1.85 | 13.49 | 0.08 | No cut-off applied |
| Indicated | Kaolinite ‘White’ Clay (Low Iron) |
1,150,000 | 1.44 | 1,660,000 | 37.57 | 0.40 | 46.43 | 1.58 | 13.41 | 0.12 | No cut-off applied |
| Indicated | Sandy Clay | 1,460,000 | 1.65 | 2,410,000 | 26.10 | 0.76 | 62.15 | 1.21 | 9.25 | 0.05 | 23% Al2O3 |
| Inferred | Bauxitic Clay | 480,000 | 1.66 | 800,000 | 30.73 | 27.86 | 22.44 | 3.19 | 15.18 | 0.03 | No cut-off applied |
| Inferred | Plastic ‘Grey’ Clay | 510,000 | 1.46 | 740,000 | 34.19 | 5.88 | 42.41 | 3.55 | 13.31 | 0.03 | No cut-off applied |
| Inferred | Kaolinite ‘Pink’ Clay (High Iron) |
110,000 | 1.42 | 160,000 | 34.81 | 6.00 | 44.02 | 1.46 | 13.07 | 0.15 | No cut-off applied |
| Inferred | Sandy Clay | 190,000 | 1.65 | 310,000 | 28.04 | 2.22 | 57.93 | 1.19 | 10.12 | 0.06 | 23% Al2O3 |
www.zeotech.com.au
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