REG - Atlas Metals Group - Update on Funding Facility & Change of Auditor

Atlas MetalsAnnouncement

20/04/2026 07:00

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RNS Number : 0905B  Atlas Metals Group PLC  20 April 2026

20 April 2026

Atlas Metals Group plc

("Atlas Metals" or the "Company")

 

Update on Funding Facility

 

Change of Auditor

 

Atlas Metals (LON: AMG), the natural resources and energy company, is pleased
to announce that, further to the Company's Funding Facility announcement on 5
March 2026, the Lender has agreed to advance the Second Loan earlier than
anticipated. The Second Loan of £2,000,000 has been advanced to the Company
net of certain deductions comprising a 5% original issue discount, a 1%
commitment fee, and an amount to repay the outstanding balance of the First
Loan, resulting in net proceeds to the Company of approximately £1.63
million.

Repayment of the Second Loan will be by way of monthly amortisation over a
period of approximately 11 months, commencing 60 days after drawdown, unless
the Lender has previously exercised its conversion rights under the Funding
Facility. The Second Loan carries interest at 5% per annum.

In connection with the Second Loan, the Funding Facility has been supplemented
by a side letter dated 10 April 2026 which, amongst other matters, provides
that the Conversion Price in respect of the Second Loan is equal to 120% of
the closing price of the Ordinary Shares on the trading day immediately prior
to the completion date of the Second Loan, being £0.078. Under the terms of
the side letter, the Company is required to publish an FCA approved prospectus
in connection with any Ordinary Shares that are to be issued under the Funding
Facility within 90 days of the completion date of the Second Loan. Pursuant to
the Funding Facility and in accordance with the commercial terms of the
drawdown of the Second Loan, the Company entered into a further Warrant
Agreement with the Lender, pursuant to which the Company will issue to the
Lender Warrants equal to 25% of each monthly amortisation payment amount, with
an exercise price equal to 115% of the closing price of the Ordinary Shares on
the date that the Second Loan is provided to the Company, being £0.0748. The
Warrants will expire three years after issue.

The process to complete the Company's proposed acquisition of Universal
Pozzolanic Silica Alumina Ltd ("UPSA"), including the preparation of the
associated prospectus, continues to progress in line with the Company's
expectations and the Second Loan proceeds are expected to provide sufficient
funding to complete the work required ahead of completion of the Proposed
Acquisition. In parallel, UPSA continue to progress constructive discussions
with potential off-take partners.

Change of auditor

The Company further announces the Atlas Metals board of directors ("Board")
has approved the appointment of RPG Crouch Chapman LLP ("RPGCC") as the
Company's external auditor for the financial year ending 31 December 2025.
RPGCC have been appointed as auditor to the Company to facilitate the
completion of the Company's audit for the year ended 31 December 2025 before
the end of April 2026.

RPGCC's appointment as external auditor will be subject to approval by the
Company's shareholders at the Company's 2026 annual general meeting. The
Company's existing auditors, PKF Littlejohn LLP ("PKF"), will cease to hold
office with immediate effect.

The Board would like to thank PKF for their service and support during their
tenure as auditor.

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

"We are grateful for the support shown by Yorkville through accelerating the
provision of the Second Loan. This funding will enable Atlas to complete the
work required for the proposed acquisition of UPSA. Atlas, its advisers and
the shareholders of UPSA remain committed to completing the acquisition as
soon as possible and I look forward to providing further updates as matters
progress."

Capitalised terms used in this announcement shall, unless defined in this
announcement or unless the context provides otherwise, bear the same meaning
ascribed to such terms in the announcement made by the Company at 7.00 a.m. on
5 March 2026.

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 - Joint Broker:
 Nick Emerson                                  +44 (0) 1483 413500
 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) 203 934 6632
 Florence Staton                               +44 (0) 203 934 6632

 

 

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