REG - Atlas Metals Group - Funding Facility of up to £2.5 million

Atlas MetalsAnnouncement

05/03/2026 07:00

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RNS Number : 3993V  Atlas Metals Group PLC  05 March 2026

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
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REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW AS AMENDED BY THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN.

5 March 2026

Atlas Metals Group plc

("Atlas Metals" or the "Company")

Funding Facility of up to £2.5 million, update on at-the-market facility,
total voting rights

Atlas Metals (LSE: AMG), the natural resources and energy company announces
that further to the Company's circular dated 5 November 2025 ("Circular") and
the authorities approved by shareholders of the Company at the general meeting
held on 1 December 2025 ("General Meeting") that it has entered into a
convertible loan agreement ("Funding Facility") and a related warrant
agreement ("Warrant Agreement") with YA II PN Ltd, an institutional investor
managed by Yorkville Advisors Global, LP ("Lender"), to provide Atlas Metals
up to £2.5 million to contribute to, inter alia, the costs and expenses
incurred in connection with completion of the Company's proposed acquisition
of Universal Pozzolanic Silica Alumina Ltd ("UPSA") (the "Proposed
Acquisition").

Atlas Metals is also pleased to share an update further to the Company's
announcement on 4 February 2026 regarding the establishment of an
"at-the-market" facility with Axis Capital Markets Limited ("Axis";
"At-the-Market Facility").

Chris Chadwick, Chief Executive Officer of Atlas Metals, commented:

"The Company is focused on completing the transformative acquisition of UPSA,
and in line with the plans we outlined in the General Meeting circular in
November, we are delighted to have entered into the Funding Facility.  This
is designed to provide Atlas Metals with the additional funding that it
requires to progress the Proposed Acquisition and I look forward to providing
further updates in due course as matters progress."

Funding Facility

The Funding Facility is made up of two convertible loans, a first loan of
£500,000 (the "First Loan") and a second loan of up to £2.0 million (the
"Second Loan", together with the First Loan the "Loans").

The First Loan is expected to be provided to the Company following
satisfaction of certain customary conditions precedent and will be advanced
net of fees and a 5% original issue discount on satisfaction of those
conditions for payment (the "Completion Date"). The Lender may, at any time
for so long as any amount is outstanding under the Funding Facility, elect to
convert amounts outstanding under the Loans into new ordinary shares in the
Company ("Ordinary Shares") at a conversion price equal to 120% of the closing
price of the Ordinary Shares on the trading day immediately prior to the
Completion Date ("Conversion Price"). Conversion is subject to certain
customary scaling-back provisions, which prevent the Lender from holding more
than 29.99% of the Company upon conversion.

The First Loan has a maturity of 104 days from the Completion Date and will be
repaid by way of monthly amortisation over that period, unless the Lender has
exercised its conversion rights under the Funding Facility. The First Loan
carries interest at 5% per annum, accruing from the Completion Date and
calculated on a daily basis.

The Second Loan of up to £2,000,000 will be available for drawdown subject to
the satisfaction of certain conditions (including the agreement of the
Lender). These conditions include the Company having made two consecutive
monthly repayments in respect of the First Loan, a minimum median average
daily trading value of £50,000 over the preceding 60 trading days, and the
closing price of the Ordinary Shares being above the Conversion Price.

The Second Loan will be subject to deductions comprising a 5% original issue
discount, a 1% commitment fee, and an amount to repay any outstanding balance
of the First Loan. Repayment of the Second Loan will be by way of monthly
amortisation over a period of approximately 11 months, commencing 60 days
after drawdown, unless the Lender has previously exercised its conversion
rights.  The Second Loan carries interest at 5% per annum accruing from the
date that the Second Loan is drawn down by the Company and calculated on a
daily basis.

The Company has the option to repay the Second Loan early, at a 10% premium to
the amount being repaid, provided that the volume-weighted average price of
the Ordinary Shares on the relevant trading day is less than the Conversion
Price. Any proceeds from the At-the-Market Facility described below will be
used to meet the amortised repayments for the Loans, if a payment falls due
and is not otherwise converted to equity. In addition, the Company is required
to apply the proceeds of any other subscription for or placing of Ordinary
Shares in repayment of the Loans, unless the Lender otherwise agrees. The
Funding Facility documentation contains customary events of default and
warranties and undertakings from the Company for an instrument of this kind.

Issue of Warrants

Pursuant to the Funding Facility, the Company has entered into the Warrant
Agreement with the Lender, pursuant to which the Company will issue to the
Lender warrants equal to 25% of each monthly amortisation payment amount
("Warrants"), with an exercise price equal to 115% of the closing price of the
Ordinary Shares on the date that the First Loan is provided to the Company.
The Warrants will expire three years after issue. The Company may require the
Warrants to be exercised if the Ordinary Shares trade at least 30% above the
warrant exercise price for 20 consecutive trading days. The aggregate
subscription price payable on exercise of the Warrants may be set off by the
Lender against the outstanding balance of the Loans.

At-the-Market Facility

The Company's entry into the At-the-Market Facility was a condition precedent
to the drawdown of any funds under the Funding Facility and this condition has
now been satisfied. The Company is pleased to announce that trading activity
of the At-the-Market Facility has been in line with expectations. Axis
currently holds no Ordinary Shares.

Application has been made to London Stock Exchange plc ("London Stock
Exchange") for the admission of 2,500,000 Ordinary Shares to be admitted to
trading on the main market for listed securities of the London Stock Exchange
in connection with the At-the-Market Facility ("Admission").

2,500,000 Ordinary Shares will be issued to Axis at par value, in connection
with the At-the-Market Facility ("ATM Shares"). The ATM Shares are equal to 8%
of the Company's issued Ordinary Share capital. When issued, the ATM Shares
will be fully paid and will rank pari passu in all respects with each other
and with the existing Ordinary Shares of the Company.

Admission of the ATM Shares is expected to occur on or around 9 March 2026.

Total voting rights

Following Admission, the Company's issued ordinary share capital will comprise
33,032,930 Ordinary Shares, each carrying one vote. The Company does not hold
any Ordinary Shares in treasury. The total number of voting rights in the
Company following Admission will therefore be 33,032,930. With effect from
Admission, this figure of 33,032,930 may be used by shareholders as the
denominator for the calculations by which they determine whether they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of Atlas Metals is Christopher Chadwick, Chief
Executive Officer.

For further information, please contact:

 Atlas Metals Group plc:
 Christopher Chadwick                                       +44 (0) 207 796 9060
 Strand Hanson - Financial Adviser and Sponsor:
 Rory Murphy                                   +44 (0) 207 409 1761
 Abigail Wennington                            +44 (0) 207 409 1761
 Edward Foulkes                                +44 (0) 207 409 1761
 S I Capital Limited - Joint Broker:
 Nick Emerson                                  +44 (0) 1483 413500
 CMC Markets - Joint Broker:
 Douglas Crippen                               +44 (0) 20 3003 8632
 Axis Capital Markets Limited - Joint Broker:
 Richard Hutchison                             +44 (0) 20 3026 0320
 IFC Advisory Limited - Financial PR and IR:
 Tim Metcalfe                                  +44 (0) 203 934 6632
 Florence Staton                               +44 (0) 203 934 6632

 

Important Notice

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of words such as "will", "expect", "could", "believe",
"intend", "should" and words of similar meaning. All statements other than
statements of historical facts included in this announcement, including those
regarding the Company's strategy, plans and objectives and the Proposed
Acquisition are forward-looking statements. These statements are not fact and
readers are cautioned not to place undue reliance on such statements.
Forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors, many of which are difficult to predict and
generally beyond the control of the Company and so may not occur. These
forward-looking statements speak only as of the date of this announcement.
Atlas Metals expressly disclaims any obligation or undertaking to update or
revise any forward-looking statement (except to the extent legally required).

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively for the Company  as
Sponsor and no one else in connection with the Proposed Acquisition and it
will not regard any other person as a client in relation to the Proposed
Acquisition and will not be responsible to anyone other than the Company  for
providing the protections afforded to its clients or for providing advice in
relation to the Proposed Acquisition or any other transaction, matter, or
arrangement referred to in this announcement.

This announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Strand Hanson or by any of its affiliates, partners, directors,
officers, employees, advisers or agents as to or in relation to, the accuracy
or completeness of this announcement or any other written or oral information
made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.

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