ATM Facility, Share Issues and TVR Update

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS,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:

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.