Equity investment Heads of Terms signed with Hy24

For immediate release

 27 February 2025

ATOME PLC

("ATOME" or the "Company")

Major milestone achieved for the Villeta Project in Paraguay on path to FID

HoT signed with Hy24 for anchor and lead equity investment in Villeta Project

Demonstrates the material value in ATOME's Portfolio

ATOME (AIM: ATOM), the leading developer of international green fertiliser projects, is pleased to announce the signing of non-binding Heads of Terms ("the Terms") with Hy24's managed Clean H2 Infra Fund for an up to US$115 million investment in the Villeta project in Paraguay ("Villeta" or "the Project"). 

Under the proposal, the Clean H2 Infra Fund will become the anchor and lead equity investor in relation to the Company's flagship 260,000 tonnes p.a. green fertiliser project. The agreement marks a significant milestone towards Final Investment Decision ("FID").

Highlights

· Non-binding Heads of Terms and binding exclusivity agreement signed with Hy24, the world's largest low-carbon hydrogen asset manager with more than US$2 billion under management

· The Clean H2 Infra Fund commits to serving as the anchor and lead equity investor, and, subject to certain conditions being met, invest a minimum of US$100 million and up to US$115 million in the Project as the anchor and lead equity investor

· The Terms attribute to ATOME a value of US$60 million for the Villeta Project, prior to further near-term value catalysts

· ATOME is able to co-invest with Hy24 in Villeta on pari passu terms together with other new investors forming part of the equity club which is now being constituted

· Up to US$5 million to be advanced to ATOME by the Clean H2 Infra Fund in the period through to FID with first instalment of US$1 million paid upon signing of the Terms

· ATOME to maintain day-to-day management and operational responsibility through the life of the project

· Signing of full equity definitive agreement targeted in Q2 2025, with FID and full financial closing targeted by end H1 2025

o  Substantially oversubscribed debt financing proposals progressing as expected

o  Definitive EPC and Offtake contracts expected in Q2 2025

Olivier Mussat, CEO of ATOME, will provide a live presentation relating to this update via Investor Meet Company, details of which can be found below.

Olivier Mussat, CEO of ATOME, commented:

"We welcome Hy24, a worldwide leader in hydrogen private equity finance, as an anchor equity investor and are excited to bring the project to full financial close in the first half of this year. The Hy24 team has demonstrated deep industry expertise that will accelerate our project development. This demonstrates the substantial value in ATOME's business model of developing shovel-ready projects that combine market offtake and strong financial returns with significant development impact, backed by our proven management expertise."

Pierre-Etienne Franc, CEO and Co-Founder of Hy24, commented:

"This marks Hy24's first step toward a potential direct investment in the region through our Clean H2 Infra Fund. We are committed to supporting the most promising project developers who contribute to providing cleaner alternatives. ATOME's Villeta project stands as one of South America's most advanced green fertiliser initiatives, driven by Paraguay's exceptional renewable resources, a highly experienced team that has effectively advanced the project's development, and strong offtake potential within the Mercosur region. Villeta has the capacity to significantly enhance the region's food sovereignty."

Heads of Terms

ATOME is pleased to announce that following a series of detailed and competitive equity finance discussions with reputable international financing institutions, it has entered into the Terms with the Clean H2 Infra Fundin relation to its first flagship 145MW green fertiliser project in Villeta, Paraguay.

Under the Terms, Hy24's Clean H2 Infra Fund would:

· Become the anchor and lead equity investor in the project and commit to a minimum of US$100 million and up to US$115 million; and

· Advance a total of up to US$5 million to ATOME between now and FID from its proposed equity participation, with the first instalment of US$1 million paid on signing of the Terms.

ATOME will maintain day-to-day management and operational responsibility of the Project subject to normal governance protections in favour of the incoming equity investors.

The Terms attribute to ATOME a value of US$60 million for the Villeta Project. This value is expected to grow as the Project comes to fruition and further benefits from ATOME's ability to co-invest pari passu in Villeta with Hy24 and the other equity club investors.

The full Terms envisage a total funding for the Project of approximately US$625 million which includes not only the cost of construction but also financing, interest, transaction and supervision costs during the build period, with at least 60% coming from debt finance with the balance represented by project equity.

The agreed working timetable estimates that the parties progress towards the signing of full definitive agreements with all the equity providers in Q2 2025, with FID and full financial closing anticipated with the debt providers by end H1 2025. The equity club of investors, incorporating Hy24's Clean H2 Infra Fund and ATOME, will be constituted within that time frame. As previously stated, the debt financing element of the project finance is substantially oversubscribed on the basis of the non-binding offers received and has progressed materially with global financial institutions on better-than-expected terms. Specific details of the make-up of the debt participants are expected to be announced by the end of April 2025.

In the meantime, final discussions on the definitive Engineering, Procurement and Construction agreement with the Company's chosen contractor Casale S.A. are progressing rapidly with agreement signing anticipated in Q1 2025. Likewise, negotiations on the definitive full offtake agreement with Yara International are proceeding well with senior Yara representatives having had a successful visit to Paraguay at the end of January. It is anticipated that the definitive agreement will be signed by early Q2 2025, subject to necessary approvals.

The Terms are subject to a number of conditions including, inter alia, binding offtake, EPC and lending definitive agreements being executed and completion by Hy24's Clean H2 Infra Fund of satisfactory due diligence, which is currently ongoing. ATOME has accordingly granted Hy24's Clean H2 Infra Fund an exclusivity period to allow the parties to work to finalise the definitive equity agreement within the projected time frame.

The Terms are non-binding other than in respect of the exclusivity period and the advance by Hy24's Clean H2 Infra Fund of up to US$5 million of its proposed equity participation (repayable if full definitive binding agreements are not entered into). ATOME has also agreed to a binding breakup fee of up to US$1 million in the event that the Company breaks the exclusivity arrangements.

About Hy24

The world's largest clean hydrogen infrastructure fund results from the initiative of Air Liquide, TotalEnergies and VINCI Concessions, combined with Plug Power, Chart Industries and Baker Hughes, which shared a common objective to accelerate the development of the hydrogen sector with the launch of the "Clean H2 Infra Fund".

The Clean H2 Infra Fund is managed by Hy24, a 50/50 joint venture between Ardian, a world leading private investment house, and FiveT Hydrogen, a clean hydrogen investment platform which enabled the gathering of the two initiatives. The fund has also attracted additional anchor industrial partners such as LOTTE Chemical, Airbus, and Snam, Enagás, GRTgaz (together as one Anchor partner) and anchor financial investors such as AXA, Crédit Agricole Assurances, CCR, Allianz, CDPQ, JBIC as well as other investors: Border to Coast Pensions Partnership, the CMA CGM Group, ERAFP, Nuveen, Ballard, Schaeffler, Société Générale Assurances, Groupe ADP, EDF, Norinchukin, Caisse des dépôts, DBJ, Itochu, Groupama and BBVA.

The fund is now up and running with €2 billion of allocations. With strong industrial and financial expertise at its core, Hy24 has a unique capacity to accelerate the scaling up of hydrogen solutions along the whole value chain: production, conversion, storage and supply and usage. Hy24 supports large early-stage and strategic projects to become essential energy infrastructures.

Hy24 is an alternative investment fund manager regulated by the French Autorité des marchés financiers under the number GP-202171. The Clean H2 Infra fund, managed by Hy24, is a French Law "Société de Libre Partenariat" ("S.L.P") closed to subscription. It carries exposure to the following risks: capital loss risk, market risk, industrial and public counterparty risk, credit risk, liquidity risk, project risk, operational risk, compliance risk, legal and regulatory risk, financial risk, valuation risk and sustainability risk.

For more information, please visit: https://www.hy24partners.com/

Investor Meet Company Presentation

ATOME PLC is pleased to announce that Olivier Mussat, CEO of ATOME, will provide a live presentation relating to the Project Villeta Financing via Investor Meet Company on 06 Mar 2025, 10:00 GMT.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via your Investor Meet Company dashboard up until 05 Mar 2025, 09:00 GMT, or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet ATOME PLC via: https://www.investormeetcompany.com/atome-plc/register-investor

Investors who already follow ATOME PLC on the Investor Meet Company platform will automatically be invited.

For more information, please visit https://www.atomeplc.com or contact:

MAR

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside information is now considered to be in the public domain. The person who arranged for the release of this announcement on behalf of the Company was Peter Levine, Chairman.

About ATOME

ATOME PLC is an AIM-listed company targeting green fertiliser production with 445-megawatt of projects in Paraguay and a further pipeline of potential projects in Central America.

ATOME's first project in Villeta, Paraguay, benefits from a 145MW renewable power purchase agreement and 43 hectares of land in a tax-free zone. Front End Engineering Design studies have been completed and Heads of Terms signed with Yara International, the leading international fertiliser company, for offtake of all of Villeta's green fertiliser production. The Company is now negotiating the project finance with a view to commencing work in early 2025. There is a further 300MW of renewable power reserved for ATOME in Paraguay.

In Costa Rica, The National Ammonia Corporation S.A. was formed in 2022 with local partner Cavendish S.A. based in Costa Rica to develop green fertiliser projects for the region. As well as straddling the Pacific and Atlantic Oceans, Costa Rica is a democratic Central American country. In agriculture, Costa Rica is the second largest supplier of pineapples in the world and is in the top ten banana growers.

All power for ATOME is from 100% renewable sources and all chosen sites are located close to the power and water sources and export facilities to serve significant domestic and then international demand.

The Company has a green-focused Board which is supported by major shareholders including Peter Levine, Schroders, a leading fund manager, and Baker Hughes, a global technology company operating in the energy and industry sectors.

Other information

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

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