REG - Atlas Metals Group - Placing, exercise of warrants, Director's Dealing

Atlas MetalsAnnouncement

17/12/2025 16:15

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RNS Number : 0005M  Atlas Metals Group PLC  17 December 2025

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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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, 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 THE DOMESTIC LAW OF THE UNITED
KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") 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. MARKET SOUNDINGS WERE TAKEN
FROM CERTAIN PERSONS IN RELATION TO THE PLACING. THIS INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

Atlas Metals Group plc

("Atlas Metals" or the "Company")

Placing, exercise of warrants, issue of fee shares and Director's Dealing

Atlas Metals (LSE: AMG), the natural resources and energy company, is pleased
to announce that it has raised gross proceeds of £500,000 (before expenses)
via an allotment to Chris Chadwick, Chief Executive Officer of the Company of
4,545,454 new ordinary shares of nominal value £0.01 each ("Ordinary Shares")
in the capital of the Company ("Placing Shares") at a price of 11 pence per
Placing Share ("Issue Price") (the "Placing").

The Placing Shares will represent approximately 18.9 per cent. of the enlarged
Ordinary Share capital of the Company at Admission (as defined below) and the
Issue Price represents a discount of approximately 38.9 per cent. to the
closing mid-market price of 18.00 pence per existing Ordinary Share on 16
December 2025, being the latest practicable date prior to the publication of
this Announcement.

CMC Markets UK Plc ("CMC"), trading as CapX, acted as the Company's sole
placing agent in respect of the Placing.

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

In addition to the Placing Shares, Chris Chadwick has also subscribed for
931,704 new Ordinary Shares in connection with the exercise of existing
warrants held by certain warrant holders (the "Warrant Shares"), at an
exercise price of £0.10 per Ordinary Share and for 3,850,000 new Ordinary
Shares in connection with the issue of new Ordinary Shares to certain third
parties pursuant to existing contractual arrangements between those third
parties and the Company (the "Fee Shares"), raising the Company an additional
£93,170, as described in the circular to shareholders dated 5 November 2025.
The subscription by Chris Chadwick for the Fee Shares includes 2,500,000 Fee
Shares which, further to the Company's announcement on 8 December 2025, were
not admitted due to a technical issue in connection with the Financial Conduct
Authority ("FCA") admission process, which has since been resolved. The
456,090 Warrant Shares which were also due to be admitted following the
Company's announcement on 8 December 2025 are not included in the subscription
by Chris Chadwick as the warrant exercise notice for these Warrant Shares has
subsequently been withdrawn.

Together, the Placing Shares, Warrant Shares and Fee Shares constitute
9,327,158 new Ordinary Shares (the Placing Shares, Warrant Shares and Fee
Shares being the "Subscription Shares"), representing approximately 38.7% of
the Company's enlarged ordinary share capital.

The Company is currently unable to issue and admit the Subscription Shares,
without either the publication of a prospectus approved by the FCA or relying
upon an exemption to the requirement to issue a prospectus under the UK
Prospectus Regulation.

Consequentially, the issue of the Subscription Shares involves the
subscription by Christopher Chadwick, Chief Executive Officer and director of
the Company for the Subscription Shares pursuant to the employee offer
exemption under Article1(4)(i) and 1(5)(h) of the UK Prospectus Regulation.
Following allotment of the Subscription Shares, Chris Chadwick has agreed to
direct the issue of the Placing Shares to certain investors allocated by CMC.
Chris Chadwick has further agreed to direct the issue of the Warrant Shares to
the relevant warrant holders and the issue of the Fee Shares to the relevant
third parties in satisfaction of certain fees owed by the Company.

Expected Timetable of Principal Events

Applications have been made to the FCA and London Stock Exchange plc ("LSE")
and it is expected that the admission of the Subscription Shares to listing on
the equity shares (transition) category of the Official List maintained by the
FCA and to trading on the main market for listed securities of the LSE will
become effective on or around 8.00 a.m. on 18 December 2025 ("Admission"). The
expected timetable of principal events for the Admission is set out below. All
references to time in this announcement are to London time.

 Admission and commencement of unconditional dealings in the Subscription  8.00 a.m. on 18 December 2025
 Shares
 CREST members' accounts credited in respect of the Placing Shares (where  As soon as reasonably practicable on 18 December 2025
 applicable)
 Share certificates despatched in respect of the Placing Shares (where     within 10 Business Days of Admission
 applicable)
 All references to time in this announcement are to London time, unless
 otherwise stated. Any changes to the expected timetable will be notified by
 the Company through a regulatory information service.

Accordingly, the Company hereby notifies the market, in accordance with the
FCA's Disclosure Guidance and Transparency Rule 5.6.1, that on Admission, the
Company's issued share capital will consist of 24,107,609 Ordinary Shares,
each with one vote. There are no shares held in treasury. On Admission, the
total number of voting rights in the Company will be 24,107,609 and this
figure may be used by shareholders as the denominator for the calculations by
which they will determine if 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.

The consequence of the subscriptions is that Mr Chadwick's holding will
temporarily exceed 29.9% of the Company's issued share capital carrying voting
rights. This constitutes a technical breach of Rule 9 of the UK Takeover Code.
Given that legally binding arrangements are place so that Mr Chadwick will
dispose of all of the Subscription Shares immediately following Admission, the
Panel have agreed that Mr Chadwick will not be obligated to make a cash offer
to all shareholders pursuant to Rule 9 of the UK Takeover Code.

For the purposes of UK MAR, the person who arranged for the release of this
announcement was Christopher Chadwick, CEO of the Company.

 

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 - Broker:
 Nick Emerson        +44 (0) 1483 413500
 IFC Advisory Limited - Financial PR and IR:
 Tim Metcalfe        +44 (0) 203 934 6630
 Florence Staton     +44 (0) 203 934 6630

 

Director's Dealing Notification

 1   Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Christopher Chadwick
 2   Reason for Notification
 a)  Position/status                                              Executive Director, PDMR
 b)  Initial notification/amendment                               Initial notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Atlas Metals Group plc
 b)  LEI
 4   Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the financial instrument, type of instrument  Ordinary shares
     Identification code
 b)  Nature of the transaction                                    Allotment and Subscription
 c)  Price(s) and volume(s)                                       Price(s)                     Volume(s)
                                                                  11 pence per Ordinary Share  4,545,454
                                                                  10 pence per Ordinary Share  931,704
                                                                  10 pence per Ordinary Share  3,850,000
 d)  Aggregated information
     - Aggregated volume                                          9,327,158
     - Price                                                       pence per Ordinary Share
 e)  Date of the transaction                                      18 December 2025
 f)  Place of the transaction                                     Outside a trading venue

d)

Aggregated information

- Aggregated volume

9,327,158

- Price

 pence per Ordinary Share

e)

Date of the transaction

18 December 2025

f)

Place of the transaction

Outside a trading venue

 

Important Legal Information

The contents of this Announcement have been prepared by, and are the sole
responsibility of, the Company.

This Announcement does not constitute, contain or form part of any offer of
transferable securities to the public within the meaning attributed to that
phrase by section 102B of Financial Services and Markets Act 2000 (as amended)
("FSMA").

The Subscription Shares have not been and will not be registered under the
U.S. Securities Act 1933, as amended ("U.S. Securities Act") or under the
applicable state securities laws of the United States of America, its
possessions or territories, any state of the United States of America and the
district of Columbia or any area subject to its jurisdiction or any political
subdivision thereof ("United States" or "U.S.") and may not be offered or sold
directly or indirectly in or into the United States. No public offering of the
Subscription Shares is being made in the United States. The Subscription
Shares are being offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S of the U.S
Securities Act to non-U.S. persons (within the meaning of Regulation S of the
U.S. Securities Act). In addition, the Company has not been, and will not be,
registered under the U.S. Investment Company Act of 1940, as amended. In
addition, the Subscription Shares have not been nor will be registered in
Australia, Canada, Japan, or the Republic of South Africa or in any country,
territory or possession where to do so may contravene local securities laws or
regulations.

This Announcement may contain forward-looking statements. The forward-looking
statements include, but are not limited to, statements regarding the Company's
or the Directors' expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statement that refers to projections,
forecasts or other characterisations of future events or circumstances,
including any underlying assumptions, is a forward-looking statement. The
words "anticipate", "believe", "continue", "could", "estimate", "expect",
"intend", "may", "might", "plan", "possible", "potential", "predict",
"project", "seek", "should", "would" and similar expressions, or in each case
their negatives, may identify forward-looking statements, but the absence of
these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts.
Forward-looking statements are based on the current expectations and
assumptions regarding the Company, the business, the economy and other future
conditions. Because forward-looking statements relate to the future, by their
nature, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Forward-looking statements are
not guarantees of future performance and the Company's actual financial
condition, actual results of operations and financial performance, and the
development of the industries in which it operates or will operate, may differ
materially from those made in or suggested by the forward-looking statements
contained in this announcement. In addition, even if the Company's financial
condition, results of operations and the development of the industries in
which it operates or will operate, are consistent with the forward-looking
statements contained in this announcement, those results or developments may
not be indicative of financial condition, results of operations or
developments in subsequent periods. Important factors that could cause actual
results to differ materially from those in the forward-looking statements
include regional, national or global, political, economic, social, business,
technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as
of the date of this announcement and is expressly qualified in its entirety by
these cautionary statements. Factors or events that could cause the Company's
actual plans or results to differ may emerge from time to time, and it is not
possible for the Company to predict all of them. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this announcement to
reflect any change in its expectations or any change in events, conditions or
circumstances on which any forward-looking statement contained in this
announcement is based, unless required to do so by applicable law, the
Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and
Transparency Rules of the FCA or the UK Market Abuse Regulation.

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