REG - Atlas Metals Group - Proposed Acquisition of UPSA and Corporate Update

Atlas MetalsAnnouncement

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RNS Number : 0804N  Atlas Metals Group PLC  17 June 2025

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 CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

17 June 2025

 

Atlas Metals Group plc

(the "Company" or "Atlas")

 

Proposed Acquisition of Universal Pozzolanic Silica Alumina Ltd

and Corporate Update

 

The Atlas team has been extremely busy since the start of 2025 examining and
engaging in discussions with a number of potential acquisition targets. The
board of directors of Atlas ("Atlas Board") is now pleased to report that
discussions with the shareholders of one such target, Universal Pozzolanic
Silica Alumina Ltd ("UPSA Shareholders"; "UPSA"), a privately-owned company
incorporated in England and Wales, have progressed to the stage where Atlas
signed on 16 June 2025 a non-binding Letter of Intent ("LOI") to acquire the
entire issued share capital of UPSA through a share-for-share exchange.

 

UPSA has the commercialisation rights to a substantial pozzolanic silica
alumina ("PSA") reserve in Australia with 99 years of extraction rights for
250 million tonnes (held by UPSA's extraction partner, William Clift and his
company, Claystone International Pty Ltd ("Claystone")). Claystone has a
further 1.35 billion tonnes of PSA reserves over which UPSA has the rights to
extract.  These inground PSA reserves have been valued at £10 per tonne. PSA
is a pre-certified, scalable supplementary cementitious material (SCM) for
cost-competitive, greener, superior performance concrete, providing a lighter
and greener alternative to cement clinker, by substituting 40% of cement in
concrete with PSA, thus resulting in approximately 40% carbon emission savings
(and generating carbon credits). The UPSA reserves are already attracting
interest from major cement and concrete players globally and will be targeted
for use in private and government infrastructure development projects. UPSA is
in negotiations with a number of off takers, including, on a non-binding
basis, for the initial supply of up to 270,000 tonnes of PSA. UPSA's audited
net assets as at 31 October 2024 were £1.078 billion reflecting the
discounted value of the initial 250 million tonnes of reserve.

 

The acquisition of UPSA by Atlas (the "Proposed Acquisition"), if completed,
would result in the Company's shareholders ("Atlas Shareholders") having a
minority interest in the enlarged group (the "Enlarged Group") and would
constitute a 'reverse takeover' under the UK Listing Rules of the Financial
Conduct Authority ("UKLRs"; "FCA") as it would exceed 100% on the relevant
'class tests' set out in the UKLRs and will result in a change of the Atlas
Board and voting control of Atlas.

 

The Proposed Acquisition remains subject, inter alia, to completion of legal
and financial due diligence, regulatory approvals and the execution of a
definitive share sale and purchase agreement by Atlas with UPSA Shareholders.
There is therefore no certainty that the Proposed Acquisition will proceed. In
addition, completion of the Proposed Acquisition would be conditional on,
inter alia:-

 

-     approvals by Atlas Shareholders at a general meeting of a waiver
resolution for the purposes of Rule 9 of the City Code on Takeovers and
Mergers in relation to the resultant UPSA Shareholders' controlling
shareholding position in Atlas and of share capital authorities for the Atlas
Directors to effect the Proposed Acquisition (and related matters), notice of
which general meeting would be sent to Atlas Shareholders in due course; and

 

-     publication of a prospectus and agreeing the eligibility in respect
of the Enlarged Group (both subject to the FCA approval) and admission of the
Enlarged Group to listing on the 'equity shares (commercial companies)'
segment of the FCA's Official List and to trading on the main market for
listed securities of London Stock Exchange plc.

 

The parties intend to proceed as quickly as possible with this Proposed
Acquisition. Further announcements concerning this potentially transformative
and exciting acquisition by Atlas will be made in due course as appropriate.

 

In addition to the Proposed Acquisition of UPSA, Atlas continues to
investigate other potential complementary acquisition opportunities in line
with the Company's strategic goal to build a global natural resources business
to deliver industry leading returns to Atlas Shareholders over the next five
years.

 

Disposals of assets

 

Given the intention to radically grow the profile of Atlas into a valuable
mid-tier mining company, there are legacy assets within the Atlas portfolio
that are no longer core to the Company's strategy going forward. With that in
mind, the Atlas Board is pleased to announce that the Company has entered into
a binding agreement to sell its Gold Ridge asset in Arizona for a cash
consideration of US$550,000, which is expected to be received in the next 30
days. In addition, the Company continues to examine options to realise value
from its other legacy assets.

 

These are very exciting times for Atlas, and the Atlas Board looks forward to
the Company making further announcements in due course as matters progress.

 

Christian Schaffalitzky, FIMMM, PGeo, CEng, a director of the Company, has
reviewed this announcement and agrees that the inclusion of the exploration
information and commercial estimates in the form and context in which they
appear is accurate and not misleading. He is a Competent Person for these
purposes.

 

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) 207 796 9060

 SPARK Advisory Partners Limited - Sponsor
 James Keeshan                                            +44 (0) 203 368 3550
 Andrew Emmott                                            +44 (0) 203 368 3550

 Peterhouse Capital Limited - Joint Broker
 Lucy Williams                               + 44 (0) 207 469 0930
 Duncan Vasey                                + 44 (0) 207 469 0930

 S I Capital Limited - Joint 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

 

 

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