REG - Atlas Metals Group - Termination of the SPA to acquire CMO

Atlas MetalsAnnouncement

24/12/2024 07:00

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RNS Number : 1986R  Atlas Metals Group PLC  24 December 2024

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.

24 December 2024

Atlas Metals Group plc

(the "Company", or "Atlas")

Termination of the SPA to acquire CMO

On 17 October 2024, Atlas (previously known as MetalNRG), announced that it
had signed a binding sale and purchase agreement (the "SPA") to acquire the
entire issued share capital of Compagnie Minière de Oumejrane ("CMO") from
Managem S.A. ("Managem" or the "Seller"), a mining company listed on the
Casablanca Stock Exchange in Morocco, with mining operations throughout Africa
(the "Acquisition").

Terms used in this announcement which are not otherwise defined shall have the
meanings given in the Company's announcement of 27 November 2024.

As noted in the Company's circular of 11 November 2024, in order to implement
the Acquisition, the Company needed to raise new equity capital from investors
in connection with the closing of the Acquisition (the "Placing").  The
Company had proposed to raise up to £15 million pursuant to the Placing.
However, in light of feedback from prospective institutional investors in
connection with the Placing and market conditions, it has been unable to do so
within the timeframe allocated in the SPA.  Managem has therefore terminated
the SPA with immediate effect.  As a consequence, OMF Fund IV SPV K LLC, a
fund managed by Orion Resource Partners ("Orion"), has issued a default notice
under the undrawn US$25,000,000 convertible loan note (the "CLN"), the
proceeds of which were to be used by the Company to complete the Acquisition.
 To date no funds have been advanced under the CLN, which remains subject to
the satisfaction of the conditions precedent, including the continued validity
of the SPA.  The Company is now examining possible alternative options to
which may allow it to continue to engage in the closing of the Acquisition.
 However, as noted previously, there can be no certainty that the transaction
will be successfully completed.  Further announcements will be made in due
course, as appropriate, as the Company progresses alternative plans to allow
completion of the transaction.

For the purposes of UK MAR, the person responsible for arranging release of
this announcement on behalf of Atlas is Rolf Gerritsen, Director.

For further information, please contact:

 Atlas Metals Group plc
 Christopher Chadwick                                     +44 (0) 207 796 9060

 Hannam & Partners - Financial Adviser and Joint Broker
 Andrew Chubb                                             +44 (0) 207 907 8500

 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 Chandler                           +44 (0) 203 934 6630

 

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