REG - Atlas Metals Group - ATM Facility, Share Issues and TVR Update

Atlas MetalsAnnouncement

04/02/2026 07:00

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RNS Number : 6003R  Atlas Metals Group PLC  04 February 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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
STATES, TERRITORIES AND POSSESSIONS, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE
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 PURSUANT TO THE MARKET
ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("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.

 

4 February 2026

 

Atlas Metals Group plc

("Atlas Metals" or the "Company")

 

Entry into at-the-market facility, issue of new Ordinary Shares, exercise of
warrants, 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 and
established an "at-the-market" facility with Axis Capital Markets Limited
("Axis"; "At-the-Market Facility"), of up to £10 million.

 

The At-the-Market Facility forms part of the funding arrangements approved by
shareholders at the General Meeting to support the Company's working capital
requirements, meet certain historic creditor obligations and fund costs
associated with progressing the Company's proposed acquisition of Universal
Pozzolanic Silica Alumina Ltd ("UPSA"), which constitutes a reverse takeover
pursuant to the listing rules of the Financial Conduct Authority (the
"Proposed Acquisition").

 

Under the At-the-Market Facility, the Company will issue ordinary shares of
nominal value £0.01 in the capital of the Company ("ATM Shares") to an
FCA-regulated custodian appointed by Axis ("Custodian"), to be allotted and
issued in tranches by mutual agreement between the Company and Axis (each an
"ATM Tranche"). 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 £0.01 each in the Company ("Ordinary Shares").

 

The At-the-Market Facility agreement was signed on 3 February 2026.
Accordingly, the Company will issue Axis with 720,820 ATM Shares at par value,
being equal to approximately 2.99% of the Company's issued share capital. Axis
will use reasonable endeavours to sell the ATM Shares during the term of the
At-the-Market Facility (the minimum term of which is 1 year), subject to
certain customary selling restrictions, which include:

·      a Company-set floor price; and

·      agreed limits on daily volumes.

 

It is the intention of the parties that the ATM Shares should only be sold
when market conditions are suitable and with a view to enhancing the value of
the Company for all shareholders.  Axis will deduct a broker fee and properly
and reasonably incurred settlement costs from the gross proceeds of the sale
of the ATM Shares, with the net proceeds, equal to approximately 96.5% of the
gross sale proceeds, being paid to the Company at the end of each settlement
period during the term of the At-the-Market Facility.

 

The Company is under no obligation to allot and issue further ATM Shares to
Axis or the Custodian and any further use of the At-the-Market Facility will
be at the discretion of the board of directors of the Company, in staged and
controlled ATM Tranches, with the objective of minimising shareholder
dilution. The At-the-Market Facility is intended to provide a flexible source
of working capital for the Company up to and following completion of the
Proposed Acquisition to reduce the Company's need to access the public markets
for future funding, as outlined in the Circular.

 

Atlas Metals is also pleased to announce that Axis has been appointed as the
Company's joint broker.

 

Warrant exercise and issue of new Ordinary Shares

 

Atlas Metals further announces that it has received: (i) a notice of exercise
of warrants to subscribe for a total of 631,578 new Ordinary Shares at an
exercise price of 10 pence per Ordinary Share (the "Warrant Shares"; the
"Warrant Exercise") and (ii) a notice of conversion to convert £387,550 of
the outstanding balance of certain unsecured convertible loan notes issued by
the Company into Ordinary Shares at a conversion price of 10.52 pence per
Ordinary Share (the "Conversion"), resulting in the issue of 3,664,923 new
Ordinary Shares ("Conversion Shares", together with the Warrant Shares and the
ATM Shares the "New Shares").

 

Admission and total voting rights

 

Application has accordingly been made to London Stock Exchange plc ("London
Stock Exchange") for the admission of 5,017,321 new Ordinary Shares to be
admitted to listing on the equity shares (transition) category of the Official
List and to trading on the main market for listed securities of the London
Stock Exchange ("Admission") in connection with the At-the-Market Facility,
the Warrant Exercise and the Conversion. Admission of the New Shares is
expected to occur at 8.00 a.m. on or around 5 February 2026. The New Shares
will rank pari passu in all respects with the existing Ordinary Shares in
issue.

 

Following Admission, the Company's issued ordinary share capital will comprise
29,124,930 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 29,124,930. With effect from
Admission, this figure 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.

 

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

 

"The establishment of the At-the-Market Facility provides the Company with
additional flexibility to support its funding requirements as we continue to
progress the Proposed Acquisition. We will keep the market informed as further
milestones are achieved."

 

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

 

For further information, please contact:

 Atlas Metals Group plc:
 Christopher Chadwick  +44 (0) 20 7796 9060
 Strand Hanson - Financial Adviser and Sponsor:
 Rory Murphy           +44 (0) 20 7409 1761
 Abigail Wennington    +44 (0) 20 7409 1761
 Edward Foulkes        +44 (0) 20 7409 1761
 S I Capital Limited - Joint Broker:
 Nick Emerson          +44 (0) 14 8341 3500
 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) 20 3934 6630
 Graham Herring        +44 (0) 20 3934 6630

 

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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