Placing, exercise of warrants, Director's Dealing

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH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 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 NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. MARKET SOUNDINGS WERE TAKEN FROM CERTAIN PERSONS IN RELATION TO THE PLACING. THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

Atlas Metals Group plc

("Atlas Metals" or the "Company")

Placing, exercise of warrants, issue of fee shares and Director's Dealing

Atlas Metals (LSE: AMG), the natural resources and energy company, is pleased to announce that it has raised gross proceeds of £500,000 (before expenses) via an allotment to Chris Chadwick, Chief Executive Officer of the Company of 4,545,454 new ordinary shares of nominal value £0.01 each ("Ordinary Shares") in the capital of the Company ("Placing Shares") at a price of 11 pence per Placing Share ("Issue Price") (the "Placing"). 

The Placing Shares will represent approximately 18.9 per cent. of the enlarged Ordinary Share capital of the Company at Admission (as defined below) and the Issue Price represents a discount of approximately 38.9 per cent. to the closing mid-market price of 18.00 pence per existing Ordinary Share on 16 December 2025, being the latest practicable date prior to the publication of this Announcement.

CMC Markets UK Plc ("CMC"), trading as CapX, acted as the Company's sole placing agent in respect of the Placing.

Atlas Metals Group is also pleased to announce that CMC has been appointed as the Company's joint corporate broker.

In addition to the Placing Shares, Chris Chadwick has also subscribed for 931,704 new Ordinary Shares in connection with the exercise of existing warrants held by certain warrant holders (the "Warrant Shares"), at an exercise price of £0.10 per Ordinary Share and for 3,850,000 new Ordinary Shares in connection with the issue of new Ordinary Shares to certain third parties pursuant to existing contractual arrangements between those third parties and the Company (the "Fee Shares"), raising the Company an additional £93,170, as described in the circular to shareholders dated 5 November 2025. The subscription by Chris Chadwick for the Fee Shares includes 2,500,000 Fee Shares which, further to the Company's announcement on 8 December 2025, were not admitted due to a technical issue in connection with the Financial Conduct Authority ("FCA") admission process, which has since been resolved. The 456,090 Warrant Shares which were also due to be admitted following the Company's announcement on 8 December 2025 are not included in the subscription by Chris Chadwick as the warrant exercise notice for these Warrant Shares has subsequently been withdrawn.

Together, the Placing Shares, Warrant Shares and Fee Shares constitute 9,327,158 new Ordinary Shares (the Placing Shares, Warrant Shares and Fee Shares being the "Subscription Shares"), representing approximately 38.7% of the Company's enlarged ordinary share capital.

The Company is currently unable to issue and admit the Subscription Shares, without either the publication of a prospectus approved by the FCA or relying upon an exemption to the requirement to issue a prospectus under the UK Prospectus Regulation.

Consequentially, the issue of the Subscription Shares involves the subscription by Christopher Chadwick, Chief Executive Officer and director of the Company for the Subscription Shares pursuant to the employee offer exemption under Article1(4)(i) and 1(5)(h) of the UK Prospectus Regulation. Following allotment of the Subscription Shares, Chris Chadwick has agreed to direct the issue of the Placing Shares to certain investors allocated by CMC. Chris Chadwick has further agreed to direct the issue of the Warrant Shares to the relevant warrant holders and the issue of the Fee Shares to the relevant third parties in satisfaction of certain fees owed by the Company.

Expected Timetable of Principal Events

Applications have been made to the FCA and London Stock Exchange plc ("LSE") and it is expected that the admission of the Subscription Shares to listing on the equity shares (transition) category of the Official List maintained by the FCA and to trading on the main market for listed securities of the LSE will become effective on or around 8.00 a.m. on 18 December 2025 ("Admission"). The expected timetable of principal events for the Admission is set out below. All references to time in this announcement are to London time.

Accordingly, the Company hereby notifies the market, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, that on Admission, the Company's issued share capital will consist of 24,107,609 Ordinary Shares, each with one vote. There are no shares held in treasury. On Admission, the total number of voting rights in the Company will be 24,107,609 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if 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.

The consequence of the subscriptions is that Mr Chadwick's holding will temporarily exceed 29.9% of the Company's issued share capital carrying voting rights. This constitutes a technical breach of Rule 9 of the UK Takeover Code. Given that legally binding arrangements are place so that Mr Chadwick will dispose of all of the Subscription Shares immediately following Admission, the Panel have agreed that Mr Chadwick will not be obligated to make a cash offer to all shareholders pursuant to Rule 9 of the UK Takeover Code.

For the purposes of UK MAR, the person who arranged for the release of this announcement was Christopher Chadwick, CEO of the Company.

For further information, please contact:

Director's Dealing Notification

Important Legal Information

The contents of this Announcement have been prepared by, and are the sole responsibility of, the Company.

This Announcement does not constitute, contain or form part of any offer of transferable securities to the public within the meaning attributed to that phrase by section 102B of Financial Services and Markets Act 2000 (as amended) ("FSMA").

The Subscription Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended ("U.S. Securities Act") or under the applicable state securities laws of the United States of America, its possessions or territories, any state of the United States of America and the district of Columbia or any area subject to its jurisdiction or any political subdivision thereof ("United States" or "U.S.") and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Subscription Shares is being made in the United States. The Subscription Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S of the U.S Securities Act to non-U.S. persons (within the meaning of Regulation S of the U.S. Securities Act). In addition, the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. In addition, the Subscription Shares have not been nor will be registered in Australia, Canada, Japan, or the Republic of South Africa or in any country, territory or possession where to do so may contravene local securities laws or regulations.

This Announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this announcement applies only as of the date of this announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual plans or results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this announcement is based, unless required to do so by applicable law, the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules of the FCA or the UK Market Abuse Regulation.