REG - J.P. Morgan SE Atalaya MiningCopper - Proposed placing - in Atalaya Mining Copper, S.A.

Atalaya Mining Copper SAAnnouncement

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RNS Number : 5793R  J.P. Morgan SE  03 February 2026

Not for publication, release, transmission, forwarding or distribution,
directly or indirectly, in whole or in part, in or into the United States,
Australia, Canada, Japan or South Africa or in any other jurisdiction in which
offers or sales would be prohibited by applicable law.

This announcement is for information purposes only and is not a prospectus or
an offer of securities for sale in any jurisdiction.

Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Any offer to acquire securities pursuant to the Placing
(as defined below) will be made, and any investor should make its investment
decision solely on the basis of, publicly available information. There will be
no sale of the securities referred to herein in any jurisdiction where such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.

Please see the important notice at the end of this announcement.

Proposed secondary placing of ordinary shares in Atalaya Mining Copper, S.A.

3(rd) February 2026

Urion Holdings (Malta) Limited ("Trafigura" or the "Seller"), a member of the
Trafigura group, announces its intention to sell approximately 13 million
ordinary shares with a nominal value of €0.09 each (the "Placing Shares") in
Atalaya Mining Copper, S.A. ("Atalaya Mining" or the "Company"). As of 2(nd)
February 2026 (being the latest practicable date prior to this announcement),
the Placing Shares represent approximately 8.5% of the Company's issued share
capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the
"Placing"), which will be launched immediately following this announcement.
J.P. Morgan SE ("J.P. Morgan") is acting as Sole Global Coordinator and Sole
Bookrunner in connection with the Placing.

The final number of Placing Shares to be placed and the price at which the
Placing Shares are to be placed will be agreed by J.P. Morgan alongside the
Seller at the close of the bookbuild process. A further announcement will be
made following completion of the bookbuild and pricing of the Placing.

The timings for the close of the bookbuild process are at the absolute
discretion of J.P. Morgan. The Placing is subject to demand, price and market
conditions.

Atalaya Mining will not receive any proceeds from the Placing.

For further information, please contact:

 

 J.P. Morgan  +44 (0) 20 7742 4000

IMPORTANT NOTICE

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security.

This announcement does not represent the announcement of a definitive
agreement to proceed with the Placing and, accordingly, there can be no
certainty that the Placing will proceed. The Seller reserves the right not to
proceed with the Placing or to vary the terms of the Placing in any way.

The publication, distribution or release of this announcement and the Placing
of the Placing Shares in certain jurisdictions may be restricted by law and
persons into whose possession this document or other information referred to
herein comes are required to inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

The Placing Shares are not being offered to the public in any jurisdiction and
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the Placing Shares in such jurisdiction. This
announcement is not an offer of securities for sale in any jurisdiction,
including the United States, Australia, Canada, Japan or South Africa. No
action has been taken by the Seller, J.P. Morgan or any of their respective
affiliates to permit an offering of the Placing Shares or possession or
distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such restrictions.

Neither this announcement nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or purchase whatsoever in
any jurisdiction and shall not constitute or form part of an offer to sell or
the solicitation of an offer to buy any securities in the United States or in
any other jurisdiction.

The Placing Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold, directly or indirectly, in or into the United States absent
registration with the U.S. Securities and Exchange Commission pursuant or an
exemption from or in a transaction not subject to registration under the
Securities Act. There will be no public offering of the Placing Shares in the
United States.

In member states of the European Economic Area (the "EEA"), this announcement
and any offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom
this announcement and any offer if made subsequently is directed exclusively
at persons who are "qualified investors" as defined under paragraph 15 of
Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024,
and: (i) who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall
within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together with Qualified Investors
in the EEA being referred to herein as "Relevant Persons"). This document is
directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which this document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons. In addition, this announcement is not
being distributed, nor has it been approved for the purposes of Section 21 of
the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised
under FSMA.

In connection with the sale of the Placing Shares, J.P. Morgan or any of its
affiliates may take up a portion of the Placing Shares as a principal position
and in that capacity may retain, purchase, sell or offer to sell for its or
their own accounts such Placing Shares or other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references in this announcement to the Placing Shares being sold, offered,
subscribed, acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or dealing by,
J.P. Morgan or any of its affiliates acting in such capacity. In addition,
J.P. Morgan or its affiliates may enter into financing arrangements (including
swaps or contracts for differences) with investors in connection with which
J.P. Morgan or its affiliates may from time to time acquire, hold or dispose
of ordinary shares of the Company. J.P. Morgan does not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

Any communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not an indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed.

None of J.P. Morgan, any of its affiliates nor its or their directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Seller, the Company,
their respective subsidiaries or associated companies, whether written, oral
or in a visual or electronic form, and howsoever transmitted or made available
or for any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith. The contents of this
announcement have been prepared by and are the sole responsibility of the
Seller.

J.P. Morgan is acting on behalf of the Seller and no one else in connection
with any offering of the Placing Shares and will not be responsible to any
other person for providing the protections afforded to any of its clients or
for providing advice in relation to any offering of the Placing Shares.

This announcement does not constitute a recommendation to acquire any ordinary
shares in the Company.

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the Company or its
ordinary shares. Any investment must be made solely on the basis of publicly
available information, which has not been independently verified by J.P.
Morgan.

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